NEW BEDFORD FIVE CENTS SAVINGS BANK
EXECUTIVE SALARY CONTINUATION AGREEMENT
THIS AGREEMENT, made and entered into this __ day of ________, 19__ by and
between New Bedford Five Cent Savings Bank, of New Bedford, Massachusetts
(hereinafter called "Corporation) and _______________ of ____________,
_____________ (hereinafter called the "Executive").
WITNESSETH:
WHEREAS, the Executive has been in the employ of the Corporation, and is
now serving the Corporation as its _________________________ and,
WHEREAS, because of Executive's experience, knowledge of affairs of the
Corporation, and reputation and contacts in the industry, the Corporation deems
the Executive's continued employment with the Corporation important for its
future growth; and,
WHEREAS, it is the desire of the Corporation and in its best interest that
the Executive's service be retained; and,
WHEREAS, in order to induce the Executive to continue in the employ of the
Corporation and in recognition of his past service, the Corporation has entered
into this Agreement to provide him or his beneficiaries certain benefits in
accordance with terms and conditions hereinafter set forth:
NOW, THEREFORE, in consideration of services performed in the past and to
be performed in the future as well as of the mutual promises and covenants
herein contained, it is agreed as follows:
ARTICLE ONE
1.01 Employment. The Corporation may employ the Executive in such capacity
as the Corporation may from time to time determine. Notwithstanding anything
herein contained, this Agreement is not an agreement of employment. Nothing
herein shall restrict the right of the Executive to enter into an agreement with
the Corporation concerning other terms and conditions of his employment.
The benefits provided by this Agreement are not part of any salary
reduction plan or an arrangement deferring a bonus or a salary increase. The
Executive has no option to take any current payment or bonus in lieu of these
salary continuation benefits.
ARTICLE TWO
2.01 Normal Retirement Benefits. If the Executive shall continue in the
employment of the Corporation until he attains the age of sixty-five (65), he
shall be entitled to a Benefit commencing on the first day of the month next
following his actual retirement and continuing for fifteen (15) years, payable
monthly, in an annual amount equal to twenty percent (20%) supplemental
compensation above the compensation which would be paid to such executive under
the life annuity benefit of the Savings Bank Employees Retirement Association
Plan.
2.02 Early Retirement Benefits. If the Executive shall continue in the
employment of the Corporation until he attains the age of fifty-five (55), he
shall be entitled to a benefit commencing on the first day of the month next
following his actual retirement and continuing for fifteen (15) years in an
amount equal to twenty percent (20%) above the compensation payable to such
executive under the life annuity benefit of the Savings Bank Employees
Retirement Association Plan.
2.03 Optional Forms of Payment. In lieu of the payments provided in
Sections 2.01 and 2.02, the Executive may elect an optional form of payment
which shall be the actuarial equivalent of the said payments and which shall be
any optional form which is provided the Executive under the terms of the Savings
Banks Employee Retirement Plan, or its successor.
ARTICLE THREE
3.01 Death of Executive. Upon the death of the Executive while in the
employ of the Bank, the Corporation will pay to the Executive's beneficiary or
beneficiaries an annual amount equal to twenty percent (20%) of the Executive's
salary at the date of death for a period of fifteen (15) years. The Executive
shall provide a written designation of beneficiary, including contingent
beneficiaries, if any, to the Corporation. If no beneficiary is designated or if
no beneficiary is alive when any payment is due, then
such payment shall be made to the Executive's estate. Upon request, the
Corporation in its sole discretion may pay the benefits pursuant to this
paragraph in any equivalent form.
ARTICLE FOUR
4.01 Termination of Employment. If the Executive's employment with the
Corporation terminates for other than as provided in Section 4.02 prior to age
fifty-five (55) for any reason other than death or disability, he shall forfeit
all rights to a benefit under this Agreement; provided, however, the Executive
shall be entitled to receive a benefit, commencing upon the attainment of age
sixty-five (65) equal to five percent (5%) of the benefit he would have received
under Paragraph 2.01 had he continued in employment for each year of service
after attaining the age of thirty-five (35).
4.02 Termination for Cause. All benefits not yet paid under this Agreement
shall be forfeited by the Executive if his employment is terminated for any
reason that is deemed to be cause under the rules, regulations or decisions of
the National Labor Relations Board.
ARTICLE FIVE
5.01 Other Employment. As consideration for the benefits provided to
the Executive in the Agreement, the Executive agrees that he shall not at any
time during which he or any beneficiary of his is entitled to or receiving any
payment under this Agreement enter into the employ, as an employee or
independent contractor, of any other banking corporation or competing
organization in a capacity in which he competes with the Corporation within
twenty-five (25) miles of any office of the Corporation in Massachusetts. If he
enters into such employment, benefits hereunder of any kind shall be suspended
until such employment is terminated.
ARTICLE SIX
6.01 Alienability. Neither the Executive nor his widow, shall have any
power or right to transfer, assign, anticipate, hypothecate, mortgage, commute,
modify, or otherwise encumber in advance any of the benefits payable hereunder,
nor shall any of said benefits be subject to seizure for the payment of
any debts, judgments, alimony or separate maintenance, owed by the Executive or
his beneficiary or any of them, or be transferable by operation of law in the
event of bankruptcy, or otherwise.
ARTICLE SEVEN
7.01 Participation in Other Plans. Nothing contained in this Agreement
shall be construed to alter, abridge, or in any manner affect the rights and
privileges of the Executive to participate in and be covered by any pension,
profit-sharing, group insurance, bonus or similar employee plans which the
Corporation may now or hereafter have.
ARTICLE EIGHT
8.01 Funding. The Corporation reserves the absolute right at its sole
and exclusive discretion to insure or otherwise provide for the obligations of
the Corporation undertaken by this Agreement or to refrain from same, and to
determine the extent, nature, and method thereof. Should the Corporation elect
to insure this Agreement, in whole or in part, through the medium of life
insurance or annuities, or both, the Corporation shall be the owner and
beneficiary of the policy. At no time shall the Executive be deemed to have any
right, title, or interest in or to any specified asset or assets of the
Corporation, including, but not by way of restriction, any insurance or annuity
contract or contracts or the proceeds therefrom.
Any such policy, contract or asset shall not in any way be considered to be
security for the performance of the obligations of this Agreement.
If the Corporation purchases a life insurance or annuity policy on the life
of the Executive, he agrees to sign any papers that may be required for that
purpose and to undergo any medical examination or tests which may be necessary,
and generally cooperate with the Corporation in securing such policy.
ARTICLE NINE
9.01 Reorganization. The Corporation shall not merge or consolidate
into or with another corporation, or reorganize, or sell substantially all of
its assets to another corporation, firm, or person unless and until such
succeeding or continuing corporation, firm, or person agrees to assume and
discharge the obligations of the Corporation under this Agreement. Upon the
occurrence of such event, the term
"Corporation" as used in this Agreement shall be deemed to refer to such
successor or survivor corporation.
ARTICLE TEN
10.01 Corporation. As used in this Agreement, Corporation shall mean New
Bedford Five Cents Savings Bank and any affiliated entity, successor
organization, parent, subsidiary or holding company.
ARTICLE ELEVEN
11.01 Communications. Any notice or communication required of either party
with respect to this Agreement shall be made in writing and may either be
delivered personally or sent by first class mail, as the case may be;
To the Corporation:
New Bedford Five Cents Savings Bank
000 Xxxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
To the Executive:
Each party shall have the right by written notice to change the place to
which any notice may be addressed.
ARTICLE TWELVE
12.01 Claims Procedure. In the event that benefits under this Agreement
are not paid to the Executive (or his beneficiary in the case of the Executive's
death), and such person feels entitled to receive them, a claim shall be made in
writing to the Corporation within sixty (60) days after written notice from the
Corporation to the Executive or his beneficiary or personal representative that
payments are not being made or are not to be made under this Agreement. Such
claim shall be reviewed by the Corporation. If the claim is approved or denied,
in full or in part, the Corporation shall provide a written notice of approval
or denial within sixty (60) days setting forth the specific reason for denial,
specific reference to the provisions of this Agreement upon which the denial is
based, and any additional material or information necessary to
perfect the claim, if any. Also, such written notice shall indicate the steps to
be taken if a review of the denial is desired.
If a claim is denied and a review is desired, the Executive (or beneficiary
in the case of the Executive's death), shall notify the Corporation in writing
within twenty (20) days (and a claim shall be deemed denied if the Corporation
does not take any action within the aforesaid sixty (60) day period). In
requesting a review, the Executive or his beneficiary may review this Agreement
or any documents relating to it and submit any written issues and comments he or
she may feel appropriate. In its sole discretion the Corporation shall then
review the claim and provide a written decision within sixty (60) days. This
decision likewise shall state the specific reasons for the decision and shall
include reference to specific provisions of this Agreement on which the decision
is based.
Any decision of the Corporation shall not be binding on the Executive, his
personal representative, or any beneficiary without consent, nor shall it
preclude further action by the Executive, his personal representative or any
beneficiary.
ARTICLE THIRTEEN
13.01 Entire Agreement. This instrument may be altered or amended only by a
written agreement signed by the parties hereto.
13.02 Jurisdiction. The terms and conditions of this Agreement are subject
to the laws of The Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be duly
executed by its duly authorized officer and its Corporate seal affixed, duly
attested by its Secretary, and the Executive has hereunto set his hand and seal
at New Bedford, Massachusetts the day and year first above written.
New Bedford Five Cents Savings Bank
_______________________ By________________________________
Witness
_______________________ ________________________________
Witness
FIRST AMENDMENT TO NEW BEDFORD FIVE CENTS SAVINGS BANK
EXECUTIVE SALARY CONTINUATION AGREEMENT
WHEREAS, New Bedford Five Cents Savings Bank, a Massachusetts Mutual
Savings Bank (hereinafter called "Corporation") has entered into an Executive
Salary Continuation Agreement on the ____ day of ________, 19__, with
_______________, ___________________ of __________________, ____________,
_____________ _____ (hereinafter called the "Executive).
WHEREAS, BANK has now determined that it wishes to Amend said Agreement by
changing the formula providing for payments thereunder, which change the
Executive also desires to put into effect.
NOW, THEREFORE, pursuant to ARTICLE THIRTEEN, Section 13.01 of said
Agreement in consideration of mutual covenants and agreements herein contained
and the continued employment of Executive by Corporation, it is agreed as
follows:
1. ARTICLE TWO is hereby amended by deleting ARTICLE TWO, Sections 2.01,
2.02 and 2.03 as the same now appear in said Agreement and substituting
therefore the following new and effective ARTICLE TWO, Sections 2.01, 2.02 and
2.03:
ARTICLE TWO
2.01 Normal Retirement Benefits. If the Executive shall continue in the
employment of the Corporation until he attains the age of sixty-five (65), he
shall be entitled to a supplemental retirement benefit (hereinafter "Benefit")
commencing on the first day of the month next following his actual retirement
and continuing for fifteen (15) years, payable monthly, in an amount equal to
Twenty Percent (20%) of the average of the three (3) highest years of
compensation (average compensation) paid to such Executives in the ten (10)
years of employment with the Corporation immediately preceding such Executive's
retirement.
2.02 Early Retirement Benefits. If the Executive shall continue in the
employment of the Corporation until he attains the age fifty-five (55), and
thereupon elects early retirement, he shall be entitled to receive a reduced
benefit commencing on the first day of the month next following his actual
retirement
and continuing for fifteen (15) years, said benefit shall be equal to the
percentage of average compensation as defined in Section 2.01 adjusted as
provided below:
RETIREMENT AGE PERCENTAGE OF AGE SIXTY-FIVE
-------------- ----------------------------
BENEFIT
-------
64 .9346
63 .8734
62 .8163
61 .7629
60 .7130
59 .6663
58 .6227
57 .5820
56 .5439
55 .5083
2.03 Optional Forms of Payment. In lieu of the payments provided in
Sections 2.01 and 2.02, the Executive may elect an optional form of payment
which shall be the actuarial equivalent of the said payments, but not to exceed
payment for more than fifteen (15) years, which may be agreed to by Corporation
and Executive at the time of such election.
2. ARTICLE TWO is further hereby amended by adding the following new and
effective paragraphs:
2.04 Postponement or Late Retirement. If the Executive elects to postpone
retirement beyond age sixty-five (65), he shall be entitled to a monthly
retirement benefit commencing on the first day of the month next following his
actual retirement and continuing for fifteen (15) years in an amount equal to
average compensation as defined in Section 2.01.
2.05 Compensation. As used herein the term compensation shall mean salary,
bonuses, commissions or any other form of incentive payments paid by Corporation
to the Executive during the calendar year. Said term shall not include any
deferred compensation, deferred accruals or non-cash compensation paid to or on
such Executive's behalf.
3. ARTICLE THREE is hereby amended by deleting ARTICLE THREE, Section 3.01
as the same now appears in said Agreement and substituting therefore the
following new and effective ARTICLE THREE, Sections 3.01 and 3.02.
3.01 Death of Executive. Upon the death of the Executive while in the
employ of the Bank, the Corporation will pay to the Executive's beneficiary or
beneficiaries an annual amount equal to twenty percent (20%) of said Executive's
salary on date of death for a period of fifteen (15) years. The Executive shall
provide a written designation of beneficiary, including contingent
beneficiaries, if any, to the Corporation. If no beneficiary is designated or if
no beneficiary is alive when any payment is due, then such payment shall be made
to the Executive's estate. Upon request, the Corporation in its sole discretion
may pay the benefits pursuant to this paragraph in any equivalent form. The
Executive shall have the right to change such beneficiary designation while
employed by the Corporation or while receiving benefits hereunder by executing
and delivering to the Corporation an authorization duly executed effecting such
change.
3.02 Payments After Retirement. In the event of the death of the Executive
after payments hereunder have commenced but prior to payment for the fifteen
(15) years herein provided, the remaining benefits shall be paid to the
beneficiary or beneficiaries designated by such deceased Executive pursuant to
this Agreement.
All other provisions of said Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, Corporation has caused this Agreement to be signed by
its Chairman of the Board thereunto duly authorized by its Board of Trustees and
has caused its corporate seal to be affixed, and the Executive has hereunto set
his hand and seal at New Bedford, Massachusetts on this ___ day of _________,
19__.
NEW BEDFORD FIVE CENTS SAVINGS BANK
_________________________________________
Witness By:________________________________
_________________________________________ ___________________________________
Witness
SECOND AMENDMENT TO COMPASS BANK FOR SAVINGS
(formerly New Bedford Five Cents Savings Bank)
EXECUTIVE SALARY CONTINUATION AGREEMENT
WHEREAS, Compass Bank for Savings, a Massachusetts Mutual Savings Bank,
(hereinafter called "Corporation") has entered into an Executive Salary
Continuation Agreement on the ____ day of ___, 19__, further amended
____________, 19__ with _____________ of ________________, ________________
_______________ (hereinafter called the "Executive").
WHEREAS, the Bank has now determined that it wishes to amend said agreement
by changing the formula providing for payments thereunder, which change the
Executive also desires to put in effect.
Now, therefor, pursuant to Article Thirteen, Section 13.01 of said
agreement in consideration of mutual covenants and agreements herein contained
and the continued employment of Executive by the Corporation, it is agreed as
follows:
12. Article Two is hereby amended by deleting Article Two,
Sections 2.01, 2.02, 2.03, 2.04 and 2.05 as the same now
appear in said agreement and substituting therefore the
following new and effective Article Two, Sections 2.01, 2.02,
2.03, 2.04 and 2.05.
2.01 Normal Retirement Benefits. If the Executive shall
continue in the employment of the Corporation until
he attains at least the age of sixty-five (65), he
shall be entitled to an annual supplemental
retirement benefit (hereinafter called the "Benefit")
commencing on the first day of the month next
following his actual retirement and continuing for
fifteen (15) years, in an amount equal to twenty-five
(25%) of the average of three (3) highest years of
Compensation (average compensation) paid to such
Executive in the ten (10) years of employment with
the Corporation immediately preceding such
Executive's retirement from the Corporation.
2.02 Early Retirement Benefits. If the Executive shall
continue in the employment of the Corporation until
at least age fifty-five (55), but not age sixty-five
(65), he shall be entitled to receive a Benefit
commencing on the first day of the month next
following his attainment of age 65 and continuing for
fifteen (15) years equal to twenty-five percent (25%)
of the average of the three (3) highest years of
Compensation paid to such Executive during the ten
(10) years of employment with the Corporation
immediately preceding such Executive's retirement
from the Corporation. If the Benefit commences prior
to age sixty-five said Benefit shall be equal to a
reduced amount determined as provided below (with
appropriate interpolation between ages):
Percentage of Age
Retirement Age Sixty-five Benefit
-------------- ------------------
64 .9346
63 .8734
62 .8163
61 .7629
60 .7130
59 .6663
58 .6227
57 .5820
56 .5439
55 .5083
2.03 Alternative Forms of Payment. In lieu of the payment
provided in Sections 2.01, and 2.02, Executive shall
also be entitled to elect an actuarial equivalent
single lump sum. Any election by an Executive under
this section to receive a single lump sum shall be
effective only if it is made in writing and submitted
to the Corporation no later than one year preceding
the Executive's retirement from the Corporation. The
interest rate and other factors used to determine the
single lump sum shall be determined at the sole
discretion of the Corporation.
2.04 Compensation. As used herein, the term "Compensation"
shall mean salary, bonuses, commissions or any other
form of incentive payments paid by the Corporation to
the Executive during the calendar year. Said term
shall not include any deferred compensation, deferred
accruals or non-cash compensation paid to or on such
Executive's behalf.
2.05 Installment Payments. The amount of benefits
determined under Sections 2.01 and 2.02 shall be
payable to the Executive annually or as equal
quarterly or monthly installments, as elected by the
Executive thirty (30) days prior to his retirement
date.
13. Article Three is hereby amended by deleting Article Three,
Section 3.01 and 3.02 as the same now appears in said
agreement and substituting therefor the following new and
effective Article Three, Sections 3.01 and 3.02.
3.01 Death of Executive. Upon the death of the Executive
while in the employ of the Corporation, the
Corporation will pay to the Executive's beneficiary
or beneficiaries an annual amount equal to
twenty-five percent (25%) of the annual salary being
paid to such Executive immediately preceding such
Executive's death for a period of fifteen (15) years.
The Executive shall provide a written
designation of beneficiary, including contingent
beneficiaries, if any, to the Corporation. If no
beneficiary is designated or if no beneficiary is
alive when any payment is due, then such payment
shall be made to the Executive's estate. The
Corporation, in its sole discretion, may pay the
Benefits pursuant to this Section in any equivalent
form. The Executive shall have the right to change
such beneficiary designation while employed by the
Corporation or while receiving Benefits hereunder by
executing and delivering to the Corporation an
authorization duly executed effecting such change.
3.02 Payments after retirement. In the event of the death
of the Executive after payments have commenced but
prior to payment in full hereunder, the remaining
benefits, if any, shall be paid to the beneficiary or
beneficiaries designated by such deceased Executive
pursuant to this agreement.
14. Article Five is hereby amended by deleting Article Five,
Section 5.01 as the same now appears in said agreement and
substituting therefor the following new and effective Article
Five, Section 5.01.
5.01 Other Employment. As consideration for the Benefits
provided to the Executive in the Agreement, the
Executive agrees that he shall not at any time during
which he is entitled to or receiving any payment
under this Agreement enter into the employ, as an
employee or independent contractor, of any other
banking corporation or competing organization in a
capacity in which he competes with the Corporation
within twenty-five (25) miles of any office of the
Corporation in Massachusetts. If he enters into such
employment, Benefits hereunder of any kind shall be
permanently forfeited. In the event that such
employee has received a lump sum payment hereunder,
Corporation has the right to obtain a permanent
injunction against Executive employed by a competing
organization and shall also be entitled to receive
money damages equivalent to the amount which would be
forfeited under this agreement had a fifteen (1 5)
year payout of benefits been in effect.
15. Article Eight is hereby amended by deleting Article Eight,
Section 8.01 as the same now appears in said agreement and
substituting therefor the following new and effective Article
Eight, Section 8.01.
8.01 Funding. The Corporation reserves the absolute right
at its sole and exclusive discretion to insure or
otherwise provide for the obligations of the
Corporation undertaken by this Agreement or to
refrain from same, and to determine the extent,
nature, and method thereof. Should the Corporation
elect to insure this Agreement, in whole or in part,
through the medium of life insurance or annuities, or
both, the Corporation shall be the owner and
beneficiary of the policy. Notwithstanding the
foregoing, in order to pay Benefits under this
Agreement as they become payable, the Corporation may
establish a Grantor Trust (within the meaning of
Section 671 of the Internal Revenue Code of 1986) and
periodically transfer assets to such trust. At no
time shall the Executive be deemed to have any right,
title, or interest in or to any specified asset or
assets of the Corporation, including but not by way
of restriction, any insurance or annuity contract or
contracts or the proceeds therefrom or any trust
established hereunder.
Any such policy, contract or asset shall not in any
way be considered to be security for the performance
of the obligations of this Agreement. If the
Corporation purchases a life insurance or annuity
policy on the life of the
Executive, he agrees to sign any papers that may be
required for that purpose and to undergo any medical
examinations or tests which may be necessary, and
generally cooperate with the Corporation in securing
such policy.
All other provisions of said agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its Vice Chairman of the Board of Investment thereunto duly
authorized by its Board of Investment and has caused its Corporate seal to be
affixed and the Executive has hereunto set his hand and seal at New Bedford,
Massachusetts on this _____ day of ____________________, 19__.
COMPASS BANK FOR SAVINGS
By:_____________________
_____________________________
Witness
Title:__________________
Executive
By:_____________________
_____________________________
Witness
Title:__________________
(CORPORATE SEAL)
