Exhibit 10.13
CENTRAL CO-OPERATIVE BANK
-----------------------------------------
1999 Amendment to Severance Agreement
with Xxxxxxx X. Xxxxxxxxx
-----------------------------------------
WHEREAS, Central Co-operative Bank (the "Bank") has entered into a
severance agreement (the "Severance Agreement") with Xxxxxxx X. Xxxxxxxxx,
dated December 14, 1994; and
WHEREAS, in connection with the acquisition of the Bank by its Holding
Company, Central Bancorp, Inc. (the "Company") the parties to the Severance
Agreement mutually desire to update its change-in-control provisions.
NOW, THEREFORE, pursuant to Section 6 of the Severance Agreement, the
undersigned agree to amend the Severance Agreement as follows, effective upon
the date of the acquisition of the Bank by the Company.
1. Section 1(a) and the first clause of Section 1(b) of the Severance
Agreement shall be amended in their entirety to provide as follows:
(a) If the Employee's employment is terminated by the Bank, without
the Employee's prior written consent, in connection with or within
twelve (12) months after any change in control (as herein defined) of
the Bank or Central Bancorp, Inc. (the "Company") , the Employee shall
be paid an amount equal to two (2) times the Employee's annual base
salary amount at the rate in effect immediately prior to the date of
the change in control. In no event, however, shall such amount exceed
the difference between (i) the product of 2.99 times the Employee's
"base amount" as defined in Section 280G(b)(3) of the Internal Revenue
Code of 1986, as amended (the "Code") and regulations promulgated
thereunder, and (ii) the sum of any other parachute payments (as
defined under Section 280G(b)(2) of the Code) that the Employee
receives on account of the change in control. Said sum shall be paid
in one lump sum within ten (10) days after such termination. The term
"change in control" shall mean (1) the ownership, holding or power to
vote more than 25% of the voting stock of the Bank or the Company,
(2) the control of the election of a majority of the Bank's or the
Company's directors, (3) the exercise of a controlling influence over
the management or policies of the Bank or the Company by any person or
by persons acting as a "group" (within the meaning of Section 13(d) of
the Securities Exchange Act of 1934), or (4) during any period of two
consecutive years,
individuals who at the beginning of such period constitute the Board
of Directors of the Bank or the Company (the "Company Board") (the
"Continuing Directors") cease for any reason to constitute at least
two-thirds thereof, provided that any individual whose election or
nomination for election as a member of the Company Board was approved
by a vote of at least two-thirds of the Continuing Directors then in
office shall be considered a Continuing Director. The term "person"
means an individual other than the Employee, or a corporation,
partnership, trust, association, joint venture, pool, syndicate, sole
proprietorship, unincorporated organization or any other form of
entity not specifically listed herein.
(b) The Employee may voluntarily terminate his employment under this
Agreement within twelve (12) months following a change in control of
the Bank or the Company,
2. Nothing contained herein shall be held to alter, vary or affect any of
the terms, provisions, or conditions of the Severance Agreement, other than as
stated above.
WHEREFORE, on this 8th day of January, 1999, the undersigned hereby execute
this 1999 Amendment to the Severance Agreement.
CENTRAL CO-OPERATIVE BANK
Witnessed by:
/s/ Xxxxxx X. Xxxxxxxxx By /s/ Xxxx X. Xxxxxxx
--------------------------------- ------------------------------
Its President & CEO
EMPLOYEE
Witnessed by:
/s/ Maya Som /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------- -----------------------------------
Xxxxxxx X. Xxxxxxxxx
CENTRAL CO-OPERATIVE BANK
----------------------------------------
1999 Amendment to Severance Agreement
with Xxxxx X. Xxxxx
----------------------------------------
WHEREAS, Central Co-operative Bank (the "Bank") has entered into a
severance agreement ("Severance Agreement") with Xxxxx X. Xxxxx dated December
14, 1994; and
WHEREAS, in connection with the acquisition of the Bank by its Holding
Company, Central Bancorp, Inc. (the "Company") the parties to the Severance
Agreement mutually desire to update its change-in-control provisions.
NOW, THEREFORE, pursuant to Section 6 of the Severance Agreement, the
undersigned agree to amend the Severance Agreement as follows, effective upon
the date of the acquisition of the Bank by the Company.
1. Section 1(a) and the first clause of Section 1(b) of the Severance
Agreement shall be amended in their entirety to provide as follows:
(a) If the Employee's employment is terminated by the Bank, without
the Employee's prior written consent, in connection with or within
twelve (12) months after any change in control (as herein defined) of
the Bank or Central Bancorp, Inc. (the "Company"), the Employee shall
be paid an amount equal to two (2) times the Employee's annual base
salary amount at the rate in effect immediately prior to the date of
the change in control. In no event, however, shall such amount exceed
the difference between (i) the product of 2.99 times the Employee's
"base amount" as defined in Section 280G(b)(3) of the Internal Revenue
Code of 1986, as amended (the "Code") and regulations promulgated
thereunder, and (ii) the sum of any other parachute payments (as
defined under Section 280G(b)(2) of the Code) that the Employee
receives on account of the change in control. Said sum shall be paid
in one lump sum within ten (10) days after such termination. The term
"change in control" shall mean (1) the ownership, holding or power to
vote more than 25% of the voting stock of the Bank or the Company, (2)
the control of the election of a majority of the Bank's or the
Company's directors, (3) the exercise of a controlling influence over
the management or policies of the Bank or the Company by any person or
by persons acting as a "group" (within the meaning of Section 13(d) of
the Securities Exchange Act of 1934), or (4) during any period of two
consecutive years, individuals who at the beginning of such period
constitute the Board of Directors of the Bank or the Company (the
"Company Board") (the "Continuing Directors") cease
for any reason to constitute at least two-thirds thereof, provided
that any individual whose election or nomination for election as a
member of the Company Board was approved by a vote of at least two-
thirds of the Continuing Directors then in office shall be considered
a Continuing Director. The term "person" means an individual other
than the Employee, or a corporation, partnership, trust, association,
joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed
herein.
(b) The Employee may voluntarily terminate his employment under this
Agreement within twelve (12) months following a change in control of
the Bank or the Company,
2. Nothing contained herein shall be held to alter, vary or affect any of
the terms, provisions, or conditions of the Severance Agreement, other than as
stated above.
WHEREFORE, on this 8th day of January, 1999, the undersigned hereby execute
this 1999 Amendment to the Severance Agreement.
CENTRAL CO-OPERATIVE BANK
Witnessed by:
/s/ Xxxxxx X. Xxxxxxxxx By /s/ Xxxx X. Xxxxxxx
-------------------------------- --------------------------------
Its President &CEO
EMPLOYEE
Witnessed by:
/s/ Maya Som /s/ Xxxxx X. Xxxxx
-------------------------------- ---------------------------------------
Xxxxx X. Xxxxx
CENTRAL CO-OPERATIVE BANK
----------------------------------------
1999 Amendment to Severance Agreement
with Xxxx X. Xxxxxx
----------------------------------------
WHEREAS, Central Co-operative Bank (the "Bank") has entered into a
severance agreement (the "Severance Agreement") with Xxxx X. Xxxxxx, dated May
14, 1998; and
WHEREAS, in connection with the acquisition of the Bank by the Holding
Company, Central Bancorp, Inc. (the "Company"), the parties to the Severance
Agreement mutually desire to update its change-in-control provisions.
NOW, THEREFORE, pursuant to Section 6 of the Severance Agreement, the
undersigned agree to amend the Severance Agreement as follows, effective upon
the date of the acquisition of the Bank by the Company.
1. Section 1(a) and the first clause of Section 1(b) of the Severance
Agreement shall be amended in their entirety to provide as follows:
(a) If the Employee's employment is terminated by the Bank, without
the Employee's prior written consent, in connection with or within twelve
(12) months after any change in control (as herein defined) of the Bank or
Central Bancorp, Inc. (the "Company"), the Employee shall be paid an amount
equal to two (2) times the Employee's annual base salary amount at the rate
in effect immediately prior to the date of the change in control. In no
event, however, shall such amount exceed the difference between (i) the
product of 2.99 times the Employee's "base amount" as defined in Section
280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code")
and regulations promulgated thereunder, and (ii) the sum of any other
parachute payments (as defined under Section 280G(b)(2) of the Code) that
the Employee receives on account of the change in control. Said sum shall
be paid in one lump sum within ten (10) days after such termination. The
term "change in control" shall mean (1) the ownership, holding or power to
vote more than 25% of the voting stock of the Bank or the Company, (2) the
control of the election of a majority of the Bank's or the Company's
directors, (3) the exercise of a controlling influence over the management
or policies of the Bank or the Company by any person or by persons acting
as a "group" (within the meaning of Section 13(d) of the Securities
Exchange Act of 1934), or (4) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors of the Bank or the Company (the "Company Board") (the "Continuing
Directors") cease
for any reason to constitute at least two-thirds thereof, provided that any
individual whose election or nomination for election as a member of the
Company Board was approved by a vote of at least two-thirds of the
Continuing Directors then in office shall be considered a Continuing
Director. The term "person" means an individual other than the Employee, or
a corporation, partnership, trust, association, joint venture, pool,
syndicate, sole proprietorship, unincorporated organization or any other
form of entity not specifically listed herein.
(b) The Employee may voluntarily terminate his employment under this
Agreement within twelve (12) months following a change in control of the
Bank or the Company,
2. Nothing contained herein shall be held to alter, vary or affect any of
the terms, provisions, or conditions of the Severance Agreement, other than as
stated above.
WHEREFORE, on this 8th day of January, 1999, the undersigned hereby execute
this 1999 Amendment to the Severance Agreement.
CENTRAL CO-OPERATIVE BANK
Witnessed by:
/s/ Xxxxxx X. Xxxxxxxxx By /s/ Xxxx X. Xxxxxxx
------------------------------------ --------------------------------
Its President & CEO
EMPLOYEE
Witnessed by:
/s/ Maya Som /s/ Xxxx X. Xxxxxx
------------------------------------ ------------------------------------
Xxxx X. Xxxxxx
