UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

On behalf of the Washington Trust Bancorp, Inc. Board of Directors, it is my pleasure to invite you to the 20212022 Annual Meeting of Shareholders. As a result of the continued public health impact of the COVID-19 pandemic and to prioritize the health and well-being of meeting participants, this year’s Annual Meeting will be held in a virtual only format via live webcast. The accompanying Notice of Annual Meeting of Shareholders and Proxy Statement will serve as your guide to the business to be conducted at the meeting. A copy of these materials, as well as our Annual Report to Shareholders, is available online on our Investor Relations website at ir.washtrust.com.https://ir.washtrust.com/proxy.

There are many wordsAs we could use to describe 2020: disruptive, challenging, unprecedented...but at the same time,look back over the past year, has been inspiring, collaborative,many thoughts come to mind. It was a year filled with progress, as well as new challenges, and hopeful.I am inspired by how our team came together.

While 2020 was a story of resilience and perseverance for Washington Trust, has weathered many storms over the past two centuries2021 showed how valuable employee dedication, commitment, and has remained a cornerstone— always thereaccessibility are to help our customers and the communities through difficult times.where we work and live. In 2020, we rosetimes of uncertainty and change, consistency and authenticity are paramount. We hold ourselves personally accountable every day, always striving to the challenges presented by the COVID-19 pandemic; our employees stood strong, we embraced change,proceed in an ethical manner, foster an inclusive and proactively becamesharing culture, and maintain a part of the solution. Our employees are the heart and soul of our Corporation and I have the utmost pride in their efforts, as they helped us continue to create additional value in the Washington Trust franchise in 2020, despite tremendous odds.

We continue to benefit from our economy, the strengthprudent approach to growth and resilience of the Washington Trustour diversified business model prevailed.model. Our balance sheet continued to provide a diverse stream of earnings and we deliveredcorporation generated record full-year earnings of $69.8$76.9 million, or $4.00$4.39 per diluted share. Other keyshare, with significant contributions from all major business lines. Key highlights for the year included:include:

We continue to the spiritfocus on technologies that strengthen our service model and resilience of our dedicated team of employees who maintained high service levels; the strength, stability and improvement of our balance sheet; the multiple facets of our business, which during a time with continued low interest rates and an uncertain operating environment, enabledallow us to achieve these earnings; and the loyalty and perseverance ofconnect seamlessly with our customers who have trusted usaccording to help them through these difficult times.their personal preferences. We strive to offer digital solutions to address

Overour customers’ evolving needs and enrich their everyday experience, while ensuring we continue to provide the past year,trusted advice and personal service that is central to our mission and engrained in our cultural DNA.

We recently released our inaugural Environmental, Social, and Governance report, which showcases the ongoing investments we’re making in our people, our communities, and the broader environment. For Washington Trust, fundamentally transformedsocial responsibility is something deeply ingrained in our culture. Whether it’s enhancing policies to bring more diversity to our employee base, supporting minority and women-owned businesses, or committing our time to help with environmental causes, we continuously strive to improve our role as a socially responsible and inclusive employer of choice.

I’m extremely proud of the wayteam we servehave assembled and remain committed to fostering a supportive and inclusive work environment to help our employees achieve their professional goals. We understand that motivated and fulfilled employees are the key to building a successful organization. When our employees thrive, so do our customers, while skillfully maintainingand this is the personalized servicekey for which we are known. ThanksWashington Trust to business continuity measures put in place priorcontinue its strong growth trajectory.

We look to 2020, we were prepared for this crisisthe future with a renewed sense of optimism, determination, and able to shift to off-site operations practically overnight. Strategic technological investments made in recent years enabledconfidence that our collaborative and supportive spirit will empower us to transition business operations quickly, securely,succeed in our mission to respect, support and flawlesslyassist one another. We remain committed to a remote working environment.

Sincerely,

Important Notice Regarding the Availability of Proxy Materials

By Order of the Board of Directors,

As of March 2, 2021,1, 2022, the record date for determining shareholders entitled to notice of and to vote at the Annual Meeting, there were 17,281,57417,331,382 shares of our common stock, $0.0625 par value, issued and outstanding. Each share of common stock is entitled to one vote per share on all matters to be voted upon at the Annual Meeting, with all holders of common stock voting as one class.  

The presence of a shareholder at the Annual Meeting will not automatically revoke a proxy previously delivered by that shareholder. A shareholder may revoke his or her proxy at any time before it is exercised by: (1) submitting another proxy bearing a later date, by mail, Internet or telephone, (2) by attending the Annual Meeting and voting in person, virtuallyat the Annual Meeting, or (3) by notifying the Corporation of the revocation in writing to the Corporate Secretary of the Corporation, 23 Broad Street, Westerly, RI 02891.  If not revoked, the proxy will be voted at the Annual Meeting in accordance with the instructions indicated by the shareholder or, if no instructions are indicated, all shares represented by valid proxies received pursuant to this solicitation (and not revoked before such shares are voted) will be voted “for” all of the nominees in Proposal 1 and “for” Proposals 2, 3 and 4.

Please note that the information contained on our website is not incorporated by reference in, or considered to be a part of, this Proxy Statement.

The Board believes that the Corporation’s Chief Executive Officer is best positioned to serve as Chairman because he is the director most familiar with the Corporation’s business and industry, and most capable of effectively identifying and executing strategy priorities.  The Corporation’s independent directors bring experience, oversight and expertise from outside of the Corporation, while the Chief Executive Officer brings Corporation-specific experience and expertise.  The Board recognizes its responsibility to hold management accountable for the execution of strategy once it is developed.  The Board believes the combined role of Chairman and Chief Executive Officer, together with an independent Lead Director having the duties described below, is in the best interest of shareholders because it fosters effective decision-making and strategy development while providing for independent oversight of management.

The Corporation’s Corporate Governance Guidelines provide that the Chairperson of the Nominating Committee of the Board serves as Lead Director.  The Lead Director presides at all executive sessions of the independent directors, consults with the Chairman and Chief Executive Officer on Board and committee meeting agendas, and acts as a liaison between management and the non-management directors, including maintaining frequent contact with the Chairman and Chief Executive Officer.

The Corporation’s Board has determined that each of current directors John J. Bowen, Steven J. Crandall, Robert A. DiMuccio, CPA, Joseph P. Gencarella, CPA, Constance A. Howes, Katherine W. Hoxsie,Esq., Alimamy D. Jabbie, Jr., Kathleen E. McKeough, Sandra Glaser Parrillo, John T. Ruggieri, and Edwin J. Santos and Lisa M. Stanton is considered independent under the NASDAQNasdaq Listing Rules. The Corporation’s Board has also determined that nominee Lisa M. Stanton is considered independent.

Any interested partyshareholder who wishes to make their concerns known to the independent directors may avail themselves of the same procedures utilized for shareholder communications with the Corporation’s Board, which procedures are described under the heading “Communications With the Board of Directors” later in this Proxy Statement.

The Board believes that executive sessions consisting solely of independent directors are part of good governance practices.  The Board conducts executive sessions as deemed necessary from time to time and at least twice a year as required by the NASDAQNasdaq Listing Rules.

The Nominating Committee evaluates all such proposed nominees in the same manner, without regard to the source of the initial recommendation of such proposed nominee.  In seeking candidates to consider for nomination to fill a vacancy on the Corporation’s Board, the Nominating Committee may solicit recommendations from a variety of sources, including current directors, our Chief Executive Officer and other executive officers.  The Nominating Committee may also engage a search firm to assist in identifying or evaluating candidates.

Shareholder nominations that are not submitted to the Nominating Committee for consideration may be made at an Annual Meeting of Shareholders in accordance with the procedures set forth in clause (e) of Article Eighth of our Articles of Incorporation.  Specifically, advanced written notice of any nominations must

be received by the Corporate Secretary not less than 14 days nor more than 60 days prior to any meeting of

The Board’s role in the Corporation’s risk oversight process includes receiving regular reports from members of senior management on areas of material risk to the Corporation, including operational, credit, interest rate, liquidity, fiduciary, legal, regulatory, compensation, strategic and reputational risks.  The full Board of the Corporation or the Bankof our subsidiary bank, The Washington Trust Company, of Westerly (the “Bank”) (or the appropriate Committee in the case of risks that are under the purview of a particular Committee) receives these reports from the appropriate “risk owner” within the Corporation’s management to enable it to understand and determine the adequacy of our risk identification, risk management and risk mitigation strategies.  When a Committee receives a report, the Chairman of the relevant Committee reports on the discussion to the full Board of the Corporation or the Bank at the next Board meeting.  This enables the Board and its Committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.  As part of its charter, the Audit Committee is responsible for review and oversight of the Corporation’s Enterprise Risk Management Program.

The actions and the Committee’s decision-making process are further explained in the narrative following this summary. We believe these actions underscore that our compensation programs are built on a foundation of compensation best practices and sound governance practices, which we believe our shareholders demand, including:

Our success is highly dependent on hiring, developing and retaining qualified people who are motivated to perform for the benefit of our shareholders, customers and community.  The Committee believes that an effective executive compensation program should be designed to reward the achievement of specific annual, long-termlong term and strategic goals, and align executive interests with shareholders, with the ultimate objective of enhancing shareholder value.  The goal of our compensation program is to compensate senior leadership in a manner that encourages superior corporate performance, defined as at or above the top third of our peers.

To these ends, the Committee believes that compensation packages provided to executives, including the named executive officers listed in this Proxy Statement, should include both cash and stock-based compensation that reward short term and long-termlong term performance as measured against established goals, both on an absolute and relative basis.

The Committee is responsible for all executive compensation decisions and reports all actions to the Corporation’s Board. The following chart outlines the primary factors considered in determining executive compensation:

Prior to the beginning of the fiscal year, the Committee consulted with an independent compensation consulting firmMeridian to assess the competitiveness and effectiveness of our executive compensation program.  The compensation consultant provided an analysis of base salary, short-termshort term incentive, long-termlong term incentive and benefittotal compensation practices of comparable companies in the banking industry.  The compensation consultant considered individual compensation elements, as well as the total compensation package, and assessed the relationship of pay to performance.  

A peer group analysis is limited to those positions for which compensation information is disclosed publicly. Therefore, the compensation consultant also relied on published compensation surveys to supplement peer group information, including the McLagan Regional & Community Banking Survey.  Similar asset and regional scope comparisons were used for the benchmarking analysis.

The Committee uses the tally sheets to evaluate each executive officer’s total compensation, as well as the impact of the Corporation’s performance on compensation. We believe this analysis is an integral part of our evaluation of the executive compensation program.

The Corporation provides its shareholders with the opportunity to cast an annual non-binding advisory vote to approve the compensation of the named executive officers (the “say-on-pay proposal”). At the Annual Meeting of Shareholders held on April 28, 2020, 98%27, 2021, 97% of the votes cast on the say-on-pay proposal were voted in favor of the proposal. We believe this affirms shareholders’ support of our approach to executive compensation, and did not significantly change the approach in 2020.2021. The Committee will continue to consider the outcome of annual say-on-pay votes when making future compensation decisions for the named executive officers.

Our base salaries consider market pay levels and reflect individual roles, performance, experience and leadership contribution.  Generally, base salaries are targeted at the 50th percentile of our peer group. After consideration of individual-based factors and market data, the Committee approved base salaries for the named executive officers as outlined below.

The Committee believes that cash incentives are instrumental in motivating and rewarding executives for achievement of annual corporate and division goals.  All of our named executive officers participate in our Annual Performance Plan. In addition, Ms. Ryan participates in our Wealth Management Business Building Incentive Plan, which rewards achievement of growth targets for the wealth management business unit, and Ms. Noons participates in our Retail Lending Growth Incentive Plan, which rewards achievement of targets for the retail lending business unit.

Plan terms, including the target bonus levels and relationship of payouts to achievement of financial metrics, were established by the Committee in consultation with the independent compensation consultant.  Annually, the Committee reviews the plans to ensure that they are designed in a manner that continues to motivate employees to achieve our strategic goals.

The Annual Performance Plan provides the opportunity to earn cash awards based on achievements relative to predefined corporate financial goals and individual performance. The plan has a maximum

payout of 150% of target under both the corporate and individual performance components. The target incentive opportunity is a percentage of base salary earnings, and varies by role and level of responsibility as outlined in the following table.  

Regardless of the actual award determined by the plan parameters, the Committee has the discretion to modify any award downwards. Plan payments are subject to recoupment as described under the heading “Compensation Discussion and Analysis - Incentive Compensation Clawback and Forfeiture Policy” later in this Proxy Statement.

Corporate performance is based on three financial metrics - net income, fully diluted earnings per share (EPS), and return on equity (ROE),ROE, with each metric receiving equal weighting.  We believe these measures are an appropriate reflection of our annual performance, profitability and contribution to shareholders.

At the beginning of each year, the Board establishes performance targets based on our strategic objectives.  At the end of each year, the actual performance for each of the financial metrics is measured separately against its target. Corporate performance exceeding a threshold of 80% of the performance target will result in progressively increasing payment levels, ranging from 50% to 150% of the target award as outlined below.

In orderCorporate performance is determined based on GAAP Net Income, EPS and ROE results, consistent with publicly released results. The Compensation Committee has the discretion to qualify for an individual performance award,further modify goals or results (i) in the weighted averageevent of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development; (ii) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Corporation or the financial statements of the financial metrics must be at least 80%. Once this threshold levelCorporation; or (iii) in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions. This would include, but is achieved, individualnot limited to, one‐time acquisition‐related expenses and impact of stock repurchases, if applicable, to the extent such impact was not a factor in setting the original goals.

Individual performance awards range from 0% to 150% of the target, based on an assessment of executive performance against expectations established at the beginning of each year. Individual performance for the Chief Executive Officer is determined with consideration of matters such as leadership of the senior

management team, community involvement and presence, market expansion and enhancement, strategic planning and implementation, corporate governance, investor relations, talent acquisition and development, diversity, inclusion and equity efforts, risk management and ability to focus the Corporation on the long-termlong term interests of our shareholders.  For the other named executive officers, individual performance is determined with consideration of matters such as leadership, strategic planning, and achievement of business unit operational and/or production goals. The Committee relies upon the

Annual Performance Plan awards for the named executive officers are outlined in the following table:

Ms. Ryan is eligible for an additional bonusincentive payment based upon the performance of the wealth management division.  This incentive is intended to drive growth in the wealth management business line, which is an important contributor to our net income.  Plan performance is measured in terms of division pre-tax earnings, revenues, and net new assets under management (new accounts and solicited additions/upgrades less lost business, excluding routine flows and market appreciation/depreciation).  The target payment is $90,000 ($30,000 for each metric), with a range of 0% to 150% based upon actual performance.  The plan payment is determined by assessing achievement of each metric individually against its target.  Performance exceeding a threshold of 70% of the performance target will result in progressively increasing payment levels, ranging from 25% to 150% of the target award.  Regardless of the actual award determined by the plan parameters, the Committee has the discretion to modify any award downwards. Plan payments are subject to recoupment as described under the heading “Compensation Discussion and Analysis - Incentive Compensation Clawback and Forfeiture Policy” later in this Proxy Statement.

In 2020,2021, plan targets were:  (i) division pre-tax earnings of $13,204,400;$8,366,600; (ii) division revenues of $40,555,900;$39,000,500; and (iii) net new assets under management of $65,000,000.  During 2020,2021, the wealth management division met 70.6%175.6% of the pre-tax earnings goal, 87.4%108.4% of the revenue goal, and 269.5%785.7% of the net new assets under management goal.  This performance resulted in a total bonus payment of $71,250$127,500 to Ms. Ryan under this plan, which is equal to 79.2%141.7% of the plan target.

The granting of stock-based incentives is viewed as a desirable long-termlong term incentive compensation strategy because it closely links the interests of management with shareholders; provides an opportunity for increased executive stock ownership; aids in executive retention; and rewards executives for focusing on long-termlong term stock value.  In determining the form of equity to be granted, the Committee considers many factors, including the ability to drive corporate performance; retention and stock ownership; tax and accounting treatment; and impact on dilution.  

Selecting and defining the performance measurements for the award was a critical decision for the Committee. Measures needed to reflect our strategic plan and growth strategy, as well as shareholder expectations.  In addition, measures had to be within the control and influence of the grantees so that there is a true correlation between actual contribution and reward.  After reviewing a number of performance metrics, the Committee decided to base performance on relative core return on equity (“Relative Core ROE”) and relative core earnings per share growth (“Relative Core EPS Growth”), with the two metrics having equal weighting. Provisions related to the 2020 grant2021 awards are outlined below.

20202021 performance share unit grants forawards to the named executive officers are summarized in the following table:

Except as outlined in the next sentence, each award is subject to forfeiture in the event of the executive’s termination of employment prior to the three-year anniversary of the grant. Each award is subject to acceleration in the event of a change in control, death, retirement or disability prior to the three-year anniversary of the grant, with the number of earned shares based on the Corporation’s performance during a shortened performance period. This shortened performance period will include any completed calendar year and year-to-date performance through the last completed calendar quarter preceding the acceleration event, with partial years weighted accordingly. In the event of retirement or disability, the earned shares will be further adjusted for the number of completed months within the 36-month vesting period. The grant is subject to recoupment as described under the heading “Compensation Discussion and Analysis - Incentive Compensation Clawback and Forfeiture Policy” later in this Proxy Statement.

In 2017,2018, Messrs. Handy, Gim and HagertyOhsberg and Mses. Ryan and Noons were granted performance share units with an opportunity to earn from 0% to 200% of the target award based on the Corporation’s Relative Core EPS Growth and

Based on this performance, the executives earned 146.6%148.4% of the target award, plus dividends payable on earned shares from the grant date through the issuance date. The final earned awards are outlined in the following table.

As of December 31, 2020, Messrs.2021, Mr. Gim and HagertyMs. Noons have attainedmet the applicable ownership target. Ms. Ryan and Messrs. Handy and Ohsberg are adhering to the retention guidelines. All non-employee directors except Directors Howes, ParrilloBowen, Crandall, DiMuccio, MarcAurele, McKeough and RuggieriSantos have attainedmet the applicable ownership target. Directors Gencarella, Howes, Jabbie, Parrillo, Ruggieri and Stanton are adhering to the retention guidelines.

TheTo ensure alignment of the interests of our shareholders with all of our directors, officers, employees and consultants, including our named executive officers, the Corporation’s Insider Trading Policy prohibits directors, executive officers and certain other employees from engaging in hedging transactions with respect to the Corporation’s securities. Further, pledging of the Corporation’s securities is permitted on a case by case basis with the approval of the Audit Committee; currently no named executive officer has pledged any stock.

In order to further align management’s interests with the interests of shareholders and support good governance practices, all cash incentive awards and performance share unit awards made prior to March 2020 to the named executive officers included a recoupment or “clawback” provision. In the event that the Corporation is required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the Federal securities laws, the executive will be required to reimburse the Corporation for any amount that would not have been earned based on the restated financial results.

In March 2020, the Corporation expanded its recoupment policy through the adoption of the Incentive Compensation Clawback and Forfeiture Policy, which applies to all future cash incentive payments and equity compensation grants after that date. The policy provides that:

The Compensation Committee has the sole authority regarding all determinations for the application and operation of the policy.

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), generally places a $1 million limit on the amount of compensation a company can deduct in any one year for certain executive officers and certain other individuals. While the Committee considers tax deductibility as one factor in determining executive compensation, the Committee also looks at other factors in making its decisions, as noted above, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by us for tax purposes. The exemption from Section 162(m)'s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our named executive officers in excess of $1 million will not be deductible unless it qualifies for the limited transition relief applicable to certain arrangements in place as of November 2, 2017.

The Bank maintains a tax-qualified defined benefit Pension Plan. Plan entry was closed for all new hires and rehires after September 30, 2007, and all benefit accruals will be frozen on December 31, 2023. Mr. Gim and Ms. Noons continued to accrue benefits under the Pension Plan in 2020.2021. Messrs. Handy Ohsberg and HagertyOhsberg and Ms. Ryan were hired after September 30, 2007, and therefore, are not eligible to participate in the Pension Plan.

Pension benefits are available at normal retirement age (typically age 65), with reduced benefits available as early as age 55 with ten years of service. The annual pension benefit for an employee retiring at normal retirement age is the sum of (1) 1.2% of average annual pension compensation plus (2) 0.65% of average annual pension compensation in excess of the Social Security covered compensation level, multiplied by the number of years of service limited to 35 years. Pension compensation consists of base salary plus payments pursuant to the Annual Performance Plan and other cash-based payments, subject to IRS qualified plan limits ($285,000290,000 in 2020)2021). In 2020,2021, the Social Security covered compensation level was $91,464$94,560 for a participant retiring at age 65.

The Bank also offers a Supplemental Pension Plan, which provides for payments of certain amounts that would have been received under the Pension Plan in the absence of IRS limits. Benefits payable under the Supplemental Pension Plan are an unfunded obligation of the Bank. Mr. Gim and Ms. Noons continued to accrue benefits under the Supplemental Pension Plan in 2020.2021.

The Bank maintains a 401(k) Plan that covers substantially all employees, and is an essential part of the retirement package needed to attract and retain employees.  The Plan provides for deferral of up to the lesser of 75% of plan compensation or the annual dollar limit prescribed by the Code.

The Bank matches 100% of the first 1% and 50% of the next 4% of each participant’s salary deferrals up to a maximum match of 3% of plan compensation.  Additionally, certain eligible employees who are hired or rehired after September 30, 2007, and therefore, excluded from participation in the Pension Plan, including Messrs. Handy Ohsberg and HagertyOhsberg and Ms. Ryan, are eligible for a non-elective employer contribution of 4% of plan compensation. Participants become vested in employer contributions after two years of service.

We provide a Nonqualified Deferred Compensation Plan that permits key employees, including the named executive officers, to defer salary and bonus with the opportunity for supplemental retirement and tax benefits.  The plan also provides for credits of certain amounts that would have been contributed by the Bank under the 401(k) Plan, but for the deferral under the Nonqualified Deferred Compensation Plan and IRS limitations on annual compensation under qualified plans.  Further, Mr. Handy receives an additional employer contribution of 5% of salary annually. Participants become vested in employer contributions after two years of service.

Deferrals are credited with earnings/losses based upon the participant’s selection of investment measurement options (described further under the heading “Nonqualified Deferred Compensation Plan” later in this Proxy Statement). Because all investment measurement options are publicly-traded mutual funds, we do not consider any of the earnings credited under the Nonqualified Deferred Compensation Plan to be “above market”.  Benefits payable under this plan are an unfunded obligation of the Bank.

In order to attract and retain employees, we provide certain welfare benefit plans to our employees, which include medical and dental insurance benefits.  The named executive officers participate in the medical and dental insurance plans under the same terms as our other full-time employees.  All full-time employees, including the named executive officers, are offered cash-in-lieu of medical coverage that would otherwise have been provided.

We provide two times base salary in life and accidental death and dismemberment insurance forto our full-time employees, including the named executive officers.  This is providedofficers, through a combination of group life insurance contracts and split dollar arrangements under bank-owned life insurance policies.  The life insurance benefit provided to the named executive officers does not exceed the benefit offered to other full-time employees.

We also provide disability insurance to our full-time employees, including the named executive officers, which provides up to 60% of base salary income replacement after six months of qualified disability.  In order to obtain a competitive group rate, the group disability policy limited covered base salary to $319,080 in 2020.2021.  This group plan limit did not fully cover the base salary of certain named executive officers.  To provide a benefit commensurate with the benefits provided to other full-time employees, we reimburse Mr. Handy for a pro-rata share of his personal disability insurance policy.

We provide named executive officers with perquisites and other benefits that the Committee believes are reasonable and consistent with our overall compensation program.  Perquisites include transportation benefits and country club memberships, as appropriate for business purposes.  Annually, the Committee reviews the perquisites and other benefits provided to named executive officers.  In addition, on an annual

The Committee believes that change in control agreements (“CIC Agreements”) promote stability and continuity of senior leadership, as well as eliminate, or at least reduce, the reluctance of management to pursue potential change in control transactions that may be in the best interests of shareholders. Therefore, we have entered into change in control agreementsCIC Agreements with Messrs. Handy, Gim, Ohsberg and Hagerty and Ms. Ryan.  all of the named executive officers.

Payments and benefits otherwise provided to the executive in connection with a change in control will be reduced so that no portion would be subject to the excise tax imposed by Section 4999 of the Code, if such reduction would result in a greater amount of payments and benefits on a net after-tax basis.