Exhibit 10.5
TERMINATION AGREEMENT
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THIS AGREEMENT is entered into this 31/st/ day of March, 1992, by and
between Central Co-operative Bank, Somerville, Massachusetts (the "Bank") and
Xxxxxx X. Xxxxxxx (the "Employee").
WHEREAS, the parties have previously entered into an employment agreement
(the "Agreement") dated October 24, 1986, as amended on January 9, 1987, June 9,
1988, and April 11, 1991, providing for the employment of the Employee as Chief
Executive Officer and Chairman of the Board of Directors of the Bank; and
WHEREAS, the Employee has indicated his desire to retire from his position
as Chief Executive Officer of the Bank, and to continue to serve as Chairman of
the Board pursuant to an agreement under which he will serve as a consultant to
the Bank, rather than as an employee of the Bank; and
WHEREAS, the parties have contemporaneously with execution of this
Agreement executed a Consulting Agreement, pursuant to which the Employee will,
after his retirement from employment with the Bank, continue to serve in a
consulting capacity with the title Chairman of the Board of Directors of the
Bank; and
WHEREAS, Section 4(c) of the Agreement provides for the payment of
supplemental retirement benefits to the Employee or his beneficiaries for a
period of fifteen (15) years following his retirement; and
WHEREAS, the parties have agreed that, on or about April 1, 1992, the
present value of the supplemental retirement benefits payable, on or about April
1, 1992, to the Employee under Section 4(c) of the Agreement equals $768,750;
and
WHEREAS, the parties desire by this writing to terminate the Agreement and
provide for a lump sum payment to the Employee of the present value of such
supplemental retirement benefits in full satisfaction of Employee's rights
thereunder.
NOW, THEREFORE, it is AGREED as follows:
1. Employee hereby resigns as Chief Executive Officer of the Bank.
2. The Bank shall pay, or cause to be paid, to the Employee, in one lump
sum the amount of $768,750 (less any applicable withholding amounts as may be
required by law), which amount shall be paid as soon as practicable, but in no
event later than ten days after the date hereof. Such payment shall be made in
full satisfaction of any rights of Employee to the supplemental retirement
benefits provided for under Section 4(c) of the Agreement, which shall be of no
further force or effect.
3. The Agreement is hereby in all respects terminated and of no further
force and effect, and neither the Bank nor Employee shall be entitled or subject
to any of the rights, obligations, duties or other provisions thereunder.
4. This Termination Agreement shall be governed in all respects, whether
as to validity, construction, capacity, performance or otherwise, by the laws of
the Commonwealth of Massachusetts.
5. The provisions of this Termination Agreement shall be deemed severable
and the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof.
This Termination Agreement together with any understanding or
modifications thereof as approved to in writing by the parties, shall constitute
the entire agreement between the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Termination Agreement on
the day and year first written above.
ATTEST: CENTRAL CO-OPERATIVE BANK
/s/ Xxxxxx X. Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
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Chairman of the Finance
Committee
WITNESS:
/s/ Xxxxxxxxx Xxxxxxxx /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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