EXHIBIT 10.4
EXECUTIVE SALARY CONTINUATION AGREEMENT
THIS AGREEMENT, made and entered into this 20th day of December, 2007,
by and between Central Co-Operative Bank, a bank organized and existing under
the laws of the Commonwealth of Massachusetts (hereinafter referred to as the
"Bank"), and Xxxxxxx X. Xxxxxxxxx, an Executive of the Bank (hereinafter
referred to as the "Executive"), a member of a select group of management and
highly compensated employees of the Bank.
WHEREAS, the Executive has been and continues to be a valued Executive
of the Bank; and
WHEREAS, the purpose of this Agreement is to further the growth and
development of the Bank by providing the Executive with supplemental retirement
income, and thereby encourage the Executive's productive efforts on behalf of
the Bank and the Bank's shareholders, and to align the interests of the
Executive and those shareholders; and
WHEREAS, it is the desire of the Bank and the Executive to enter into
this Agreement under which the Bank will agree to make certain payments to the
Executive at retirement or the Executive's Beneficiary in the event of the
Executive's death pursuant to this Agreement; and
ACCORDINGLY, it is intended that the Agreement be "unfunded" for
purposes of the Employee Retirement Income Security Act of 1974, as amended
("ERISA") and not be construed to provide income to the participant or
beneficiary under the Internal Revenue Code of 1986, as amended (the "Code"),
particularly Section 409A of the Code and guidance or regulations issued
thereunder, prior to actual receipt of benefits; and
NOW THEREFORE, it is agreed as follows:
I. EFFECTIVE DATE
The Effective Date of this Agreement shall be December 20, 2007.
II. FRINGE BENEFITS
The salary continuation benefits provided by this Agreement are granted
by the Bank as a fringe benefit to the Executive and 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 except
as set forth hereinafter.
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III. DEFINITIONS
A. Beneficiary:
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The Executive shall have the right to name a Beneficiary of
the Death Benefit. The Executive shall have the right to name
such Beneficiary at any time prior to the Executive's death
and submit it to the Plan Administrator (or Plan
Administrator's representative) on the form provided. Once
received and acknowledged by the Plan Administrator, the form
shall be effective. The Executive may change a Beneficiary
designation at any time by submitting a new form to the Plan
Administrator. Any such change shall follow the same rules as
for the original Beneficiary designation and shall
automatically supersede the existing Beneficiary form on file
with the Plan Administrator.
If the Executive dies without a valid Beneficiary designation
on file with the Plan Administrator, death benefits shall be
paid to the Executive's estate.
If the Plan Administrator determines in its discretion that a
benefit is to be paid to a minor, to a person declared
incompetent, or to a person incapable of handling the
disposition of that person's property, the Plan Administrator
may direct distribution of such benefit to the guardian, legal
representative or person having the care or custody of such
minor, incompetent person or incapable person. The Plan
Administrator may require proof of incompetence, minority or
guardianship as it may deem appropriate prior to distribution
of the benefit. Any distribution of a benefit shall be a
distribution for the account of the Executive and the
Beneficiary, as the case may be, and shall be a complete
discharge of any liability under the Agreement for such
distribution amount.
B. Change in Control:
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"Change in Control" shall mean a change in ownership or
control of the Bank as defined in Treasury Regulation Section
1.409A-3(i)(5) or any subsequently applicable Treasury
Regulation.
C. Disability or Disabled:
----------------------
"Disability or Disabled" shall mean the Executive: (i) is
unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to
last for a continuous period of not less than twelve (12)
months, or (ii) is, by reason of any medically determinable
physical or mental impairment which can be expected to result
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in death or can be expected to last for a continuous period of
not less than twelve (12) months, receiving income replacement
benefits for a period of not less than three (3) months under
an accident and health plan covering employees of the Bank.
Medical determination of Disability may be made by either the
Social Security Administration or by the provider of an
accident or health plan covering executives of the Bank,
provided that the definition of Disability applied under such
Disability insurance programs complies with the requirements
of Section 409A. Upon the request of the Plan Administrator,
the Executive must submit proof to the Plan Administrator of
the Social Security Administration's or provider's
determination.
D. Discharge For Cause:
-------------------
The term "For Cause" shall mean any of the following that
result in an adverse effect on the Bank: (i) the commission of
a felony or gross misdemeanor involving fraud or dishonesty;
(ii) the willful violation of any banking law, rule, or
banking regulation (other than a traffic violation or similar
offense); (iii) an intentional failure to perform stated
duties; or (iv) a breach of fiduciary duty involving personal
profit. If a dispute arises as to discharge "For Cause," such
dispute shall be resolved by arbitration as set forth in this
Agreement.
E. Normal Retirement Age:
---------------------
"Normal Retirement Age" shall mean the date on which the
Executive attains age eighty-five (85).
F. Plan Year:
---------
Any reference to "Plan Year" shall mean a calendar year from
January 1st to December 31st. In the year of implementation,
the term "Plan Year" shall mean the period from the Effective
Date to December 31st of the year of the Effective Date.
G. Restriction on Timing of Distribution:
-------------------------------------
Notwithstanding any provision of this Agreement to the
contrary, distributions hereunder may not commence earlier
than six (6) months after the date of a Separation from
Service, as that term is used under Section 409A if, pursuant
to Internal Revenue Code Section 409A, the Executive is
considered a "specified employee" of the Bank under Internal
Revenue Code Section 416(i), if any stock of the Bank is
publicly traded on an established securities market or
otherwise. In the event a distribution is delayed pursuant to
this paragraph, the originally scheduled payment shall be
delayed for six (6) months, and shall commence instead on the
first day of the seventh month following Separation from
Service. If payments are scheduled to be made in installments,
the first six (6) months of installment payments shall be
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delayed, aggregated, and paid instead on the first day of the
seventh month, after which all installment payments shall be
made on their regular schedule. If payment is scheduled to be
made in a lump sum, the lump sum payment shall be delayed for
six (6) months and instead be made on the first day of the
seventh month.
H. Retirement Date:
---------------
"Retirement Date" shall mean the later of the Executive's
eighty-fifth (85th) birthday or Separation from Service.
I. Separation from Service:
-----------------------
"Separation from Service" shall mean the Executive has
experienced a termination of employment with the Bank. For
purposes of this Agreement, whether a termination of
employment or service has occurred is determined based on
whether the facts and circumstances indicate that the Bank and
Executive reasonably anticipated that no further services
would be performed after a certain date or that the level of
bona fide services the Executive would perform after such date
(whether as an Executive or as an independent contractor)
would permanently decrease to no more than twenty percent
(20%) of the average level of bona fide services performed
(whether as an Executive or an independent contractor) over
the immediately preceding thirty-six (36) month period (or the
full period of services to the Bank if the Executive has been
providing services to the Bank less than 36 months). Facts and
circumstances to be considered in making this determination
include, but are not limited to, whether the Executive
continues to be treated as an Executive for other purposes
(such as continuation of salary and participation in Executive
benefit programs), whether similarly situated service
providers have been treated consistently, and whether the
Executive is permitted, and realistically available, to
perform services for other service recipients in the same line
of business. The Executive will be presumed not to have
separated from service where the level of bona fide services
performed continues at a level that is fifty percent (50%) or
more of the average level of service performed by the
Executive during the immediately preceding thirty-six (36)
month period.
IV. RETIREMENT BENEFIT
Upon attainment of the Retirement Date, the Bank shall pay the
Executive an annual benefit equal to forty percent (40%) of the average
high three (3) years of the Executive's base salary, offset by: (i) the
amount available to the Executive from the Bank's pension plan assuming
lifetime with fifteen (15) years certain; (ii) the Bank's contribution
to the Executive's 401(k) plan annuitized assuming the Executive would
be paid for fifteen (15) years certain using a rate of return equal to
the average one-year Federal funds rate for the twelve (12) months
immediately preceding the Executive's retirement. It shall further be
assumed that the executive has contributed the maximum voluntary
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contribution to the 401(k) plan thereby being eligible for maximum Bank
contribution and assume seven percent (7%) interest on Bank
contribution; and, (iii) Nine Thousand Four Hundred Eighty and 00/100th
Dollars ($9,480.00) Social Security benefit. The benefit shall increase
by a three percent (3%) annual cost of living increase. Said benefit
shall be paid in monthly installments (1/12th of the annual benefit)
until the death of the Executive. Said payment shall be made the first
day of the month following Separation from Service.
V. DEATH BENEFIT
A. Pre-Retirement Death Benefit:
----------------------------
In the event the Executive should die at any time after the
Effective Date of this Agreement, the Bank will pay an amount
equal to the Executive's Accrued Liability Retirement Account,
as of the date of death, in one (1) lump sum to the
Executive's Beneficiary(ies). Said payment due hereunder shall
be made within sixty (60) days of the Executive's death.
B. Post-Retirement Death Benefit:
-----------------------------
Should the Executive die before the one hundred eighty (180)
monthly installments have been paid in Paragraph IV, the Bank
shall continue payments of said installments to the
Executive's Beneficiary(ies) until one hundred eighty (180)
installments have been paid.
VI. BENEFIT ACCOUNTING/
ACCRUED LIABILITY RETIREMENT ACCOUNT
The Bank shall account for this benefit using the regulatory accounting
principles of the Bank's primary federal regulator. The Bank shall
establish an Accrued Liability Retirement Account for the Executive on
the books of the Bank into which appropriate reserves shall be accrued.
VII. VESTING
The Executive shall be one hundred percent (100%) vested in the Accrued
Liability Retirement Account as of the Effective Date of this
Agreement.
VIII. TERMINATION PRIOR TO NORMAL RETIREMENT AGE
Subject to Paragraph IX, in the event that the employment of the
Executive shall terminate prior to the Normal Retirement Age, by the
Executive's voluntary action, or by the Executive's discharge by the
Bank without cause, the Bank shall pay to the Executive an amount of
money equal to the balance of the Executive's Accrued Liability
Retirement Account on the date of Separation from Service. Such
balance shall be paid in one (1) lump sum within sixty (60) days
following Separation from Service.
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IX. DISCHARGE FOR CAUSE
Notwithstanding anything to the contrary, in the event the Executive
shall be Discharged For Cause at any time, this Agreement shall
terminate and all benefits provided herein shall be forfeited.
X. DISABILITY OR DISABLED
In the event the Executive becomes Disabled prior to the Executive's
Normal Retirement Age, the balance of the Accrued Liability Retirement
Account shall be paid to the Executive in a lump sum, sixty (60) days
following the Executive's Disability.
XI. CHANGE IN CONTROL
Upon a Change in Control, the Executive shall receive one hundred
percent (100%) of the Accrued Liability Retirement Account. Such
balance shall be paid in a lump sum within sixty (60) days of a Change
in Control. Upon a Change in Control subsequent to the Retirement Date,
the Executive shall continue to receive the Retirement Benefit as
stated in Paragraph IV in the same time and form as stated in such
Paragraph IV.
XII. RESTRICTIONS ON FUNDING
The Bank shall have no obligation to set aside, earmark or entrust any
fund or money with which to pay its obligations under this Agreement.
The Executive, their Beneficiary, or any successor in interest shall be
and remain simply a general creditor of the Bank in the same manner as
any other creditor having a general claim for matured and unpaid
compensation.
The Bank reserves the absolute right, at its sole discretion, to either
fund the obligations undertaken by this Agreement or to refrain from
funding the same and to determine the extent, nature and method of such
funding. Should the Bank elect to fund this Agreement, in whole or in
part, through the purchase of life insurance, mutual funds, Disability
policies or annuities, the Bank reserves the absolute right, in its
sole discretion, to terminate such funding at any time, in whole or in
part. At no time shall any Executive be deemed to have any lien, right,
title or interest in any specific funding investment or assets of the
Bank.
If the Bank elects to invest in a life insurance, Disability or annuity
policy on the life of the Executive, then the Executive shall assist
the Bank by freely submitting to a physical exam and supplying such
additional information necessary to obtain such insurance or annuities.
XIII. MISCELLANEOUS
A. Alienability and Assignment Prohibition:
---------------------------------------
Neither the Executive nor any Beneficiary under this Agreement
shall have any power or right to transfer, assign, anticipate,
hypothecate, mortgage, commute, modify or otherwise encumber
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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 the Executive's Beneficiary, nor be transferable
by operation of law in the event of bankruptcy, insolvency or
otherwise.
B. Amendment or Revocation:
-----------------------
During the lifetime of the Executive, this Agreement may be
amended or revoked at any time or times, in whole or in part
only, by the mutual written consent of the Executive and the
Bank. Any such amendment shall not be effective to decrease or
restrict the Executive's accrued benefit under this Agreement,
determined as of the date of amendment, unless agreed to in
writing by the Executive, and provided further, no amendment
shall be made, or if made, shall be effective, if such
amendment would cause the Agreement to violate Internal
Revenue Code Section 409A.
C. Applicable Law:
--------------
The validity and interpretation of this Agreement shall be
governed by the laws of the Commonwealth of Massachusetts.
D. Binding Obligation of the Bank and any Successor in Interest:
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The Bank shall not merge or consolidate into or with another
bank or sell substantially all of its assets to another bank,
firm or person until such bank, firm or person expressly
agrees, in writing, to assume and discharge the duties and
obligations of the Bank under this Agreement. This Agreement
shall be binding upon the parties hereto, their successors,
assignees, beneficiaries, heirs and personal representatives.
E. Gender:
------
Whenever in this Agreement words are used in the masculine or
neutral gender, they shall be read and construed as in the
masculine, feminine or neutral gender, whenever they should so
apply.
F. Headings:
--------'
Headings and subheadings in this Agreement are inserted for
reference and convenience only and shall not be deemed a part
of this Agreement.
G. Not a Contract of Employment:
----------------------------
This Agreement shall not be deemed to constitute a contract of
employment between the parties hereto, nor shall any provision
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hereof restrict the right of the Bank to discharge the
Executive, or restrict the right of the Executive to terminate
employment.
H. Opportunity to Consult with Independent Advisors:
------------------------------------------------
The Executive acknowledges that he has been afforded the
opportunity to consult with independent advisors of his
choosing including, without limitation, accountants or tax
advisors and legal counsel regarding both the benefits granted
to him under the terms of this Agreement and the: (i) terms
and conditions which may affect the Executive's right to these
benefits; and (ii) personal tax effects of such benefits
including, without limitation, the effects of any federal or
state taxes, Section 280G of the Code, Section 409A of the
Code and guidance or regulations thereunder, and any other
taxes, costs, expenses or liabilities whatsoever related to
such benefits, which in any of the foregoing instances the
Executive acknowledges and agrees shall be the sole
responsibility of the Executive notwithstanding any other term
or provision of this Agreement. The Executive further
acknowledges and agrees that the Bank shall have no liability
whatsoever related to any such personal tax effects or other
personal costs, expenses, or liabilities applicable to the
Executive and further specifically waives any right for
himself or herself, and his or her heirs, beneficiaries, legal
representative, agents, successor and assign to claim or
assert liability on the part of the Bank related to the
matters described above in this paragraph. The Executive
further acknowledges that he has read, understands and
consents to all of the terms and conditions of this Agreement,
and that he enters into this Agreement with a full
understanding of its terms and conditions.
I. Partial Invalidity:
------------------
If any term, provision, covenant, or condition of this
Agreement is determined by an arbitrator or a court, as the
case may be, to be invalid, void, or unenforceable, such
determination shall not render any other term, provision,
covenant, or condition invalid, void, or unenforceable, and
the Agreement shall remain in full force and effect
notwithstanding such partial invalidity.
J. Permissible Acceleration Provision:
----------------------------------
Under Treasury Regulation Section 1.409A-3(j)(4), a payment of
deferred compensation may not be accelerated except as
provided in regulations by the Internal Revenue Code. This
Agreement allows all permissible payment accelerations under
1.409A-3(j)(4) that include but are not limited to payments
necessary to comply with a domestic relations order, payments
necessary to comply with certain conflict of interest rules,
payments intended to pay employment taxes, and other
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permissible payments are allowed as permitted by statute or
regulation.
K. Subsequent Changes to Time and Form of Payment:
----------------------------------------------
The Bank may permit subsequent changes to the time and form of
payment. Any such change shall be considered made only when it
becomes irrevocable under the terms of the Agreement. Any
subsequent time and form of payment changes will be considered
irrevocable not later than thirty (30) days following
acceptance of the change by the Plan Administrator, subject to
the following rules:
a. the subsequent change may not take effect until at least
twelve (12) months after the date on which the change is
made;
b. the payment (except in the case of death, disability, or
unforeseeable emergency) upon which the change is made is
deferred for a period of not less than five (5) years
from the date such payment would otherwise have been
paid; and
c. in the case of a payment made at a specified time, the
change must be made not less than twelve (12) months
before the date the payment is scheduled to be paid.
L. Tax Withholding:
---------------
The Bank shall withhold any taxes that are required to be
withheld from the benefits provided under this Agreement. The
Executive acknowledges that the Bank's sole liability
regarding taxes is to forward any amounts withheld to the
appropriate taxing authority(ies).
XIV. ADMINISTRATIVE AND CLAIMS PROVISIONS
A. Plan Administrator:
------------------
The "Plan Administrator" of this Agreement shall be Central
Co-Operative Bank. As Plan Administrator, the Bank shall be
responsible for the management, control and administration of
the Agreement. The Plan Administrator may delegate to others
certain aspects of the management and operation
responsibilities of the Agreement including the employment of
advisors and the delegation of ministerial duties to qualified
individuals.
B. Claims Procedure:
----------------
a. Filing a Claim for Benefits:
---------------------------
Any insured, Beneficiary, or other individual,
("Claimant") entitled to benefits under this
Agreement will file a claim request with the Plan
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Administrator. The Plan Administrator will, upon
written request of a Claimant, make available copies
of all forms and instructions necessary to file a
claim for benefits or advise the Claimant where such
forms and instructions may be obtained. If the claim
relates to disability benefits, then the Plan
Administrator shall designate a sub-committee to
conduct the initial review of the claim (and
applicable references below to the Plan Administrator
shall mean such sub-committee).
b. Denial of Claim:
---------------
A claim for benefits under this Agreement will be
denied if the Bank determines that the Claimant is
not entitled to receive benefits under the Agreement.
Notice of a denial shall be furnished the Claimant
within a reasonable period of time after receipt of
the claim for benefits by the Plan Administrator.
This time period shall not exceed more than ninety
(90) days after the receipt of the properly submitted
claim. In the event that the claim for benefits
pertains to disability, the Plan Administrator shall
provide written notice within forty-five (45) days.
However, if the Plan Administrator determines, in its
discretion, that an extension of time for processing
the claim is required, such extension shall not
exceed an additional ninety (90) days. In the case of
a claim for disability benefits, the forty-five (45)
day review period may be extended for up to thirty
(30) days if necessary due to circumstances beyond
the Plan Administrator's control, and for an
additional thirty (30) days, if necessary. Any
extension notice shall indicate the special
circumstances requiring an extension of time and the
date by which the Plan Administrator expects to
render the determination on review.
c. Content of Notice:
-----------------
The Plan Administrator shall provide written notice
to every Claimant who is denied a claim for benefits
which notice shall set forth the following:
(i.) The specific reason or reasons for the denial;
(ii.) Specific reference to pertinent Agreement
provisions on which the denial is based;
(iii.) A description of any additional material or
information necessary for the Claimant to
perfect the claim, and any explanation of
why such material or information is
necessary; and
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(iv.) Any other information required by applicable
regulations, including with respect to
disability benefits.
d. Review Procedure:
----------------
The purpose of the Review Procedure is to provide a
method by which a Claimant may have a reasonable
opportunity to appeal a denial of a claim to the Plan
Administrator for a full and fair review. The
Claimant, or his duly authorized representative, may:
(i.) Request a review upon written application to
the Plan Administrator. Application for
review must be made within sixty (60) days
of receipt of written notice of denial of
claim. If the denial of claim pertains to
disability, application for review must be
made within one hundred eighty (180) days of
receipt of written notice of the denial of
claim;
(ii.) Review and copy (free of charge) pertinent
Agreement documents, records and other
information relevant to the Claimant's claim
for benefits;
(iii.) Submit issues and concerns in writing, as
well as documents, records, and other
information relating to the claim.
e. Decision on Review:
------------------
A decision on review of a denied claim shall be made
in the following manner:
(i.) The Plan Administrator may, in its sole
discretion, hold a hearing on the denied
claim. If the Claimant's initial claim is
for disability benefits, any review of a
denied claim shall be made by members of the
Plan Administrator other than the original
decision maker(s) and such person(s) shall
not be a subordinate of the original
decision maker(s). The decision on review
shall be made promptly, but generally not
later than sixty (60) days after receipt of
the application for review. In the event
that the denied claim pertains to
disability, such decision shall not be made
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later than forty-five (45) days after
receipt of the application for review. If
the Plan Administrator determines that an
extension of time for processing is
required, written notice of the extension
shall be furnished to the Claimant prior to
the termination of the initial sixty (60)
day period. In no event shall the extension
exceed a period of sixty (60) days from the
end of the initial period. In the event the
denied claim pertains to disability, written
notice of such extension shall be furnished
to the Claimant prior to the termination of
the initial forty-five (45) day period. In
no event shall the extension exceed a period
of thirty (30) days from the end of the
initial period. The extension notice shall
indicate the special circumstances requiring
an extension of time and the date by which
the Plan Administrator expects to render the
determination on review.
(ii.) The decision on review shall be in writing
and shall include specific reasons for the
decision written in an understandable manner
with specific references to the pertinent
Agreement provisions upon which the decision
is based.
(iii.) The review will take into account all
comments, documents, records and other
information submitted by the Claimant
relating to the claim without regard to
whether such information was submitted or
considered in the initial benefit
determination. Additional considerations
shall be required in the case of a claim for
disability benefits. For example, the claim
will be reviewed without deference to the
initial adverse benefits determination and,
if the initial adverse benefit determination
was based in whole or in part on a medical
judgment, the Plan Administrator will
consult with a health care professional with
appropriate training and experience in the
field of medicine involving the medical
judgment. The health care professional who
is consulted on appeal will not be the same
individual who was consulted during the
initial determination or the subordinate of
such individual. If the Plan Administrator
obtained the advice of medical or vocational
experts in making the initial adverse
benefits determination (regardless of
whether the advice was relied upon), the
Plan Administrator will identify such
experts.
(iv.) The decision on review will include a
statement that the Claimant is entitled to
receive, upon request and free of charge,
reasonable access to, and copies of, all
documents, records or other information
relevant to the Claimant's claim for
benefits.
f. Exhaustion of Remedies:
----------------------
A Claimant must follow the claims review procedures
under this Agreement and exhaust his or her
12
administrative remedies before taking any further
action with respect to a claim for benefits.
C. Arbitration:
-----------
If claimants continue to dispute the benefit denial based upon
completed performance of this Agreement or the meaning and
effect of the terms and conditions thereof, then claimants may
submit the dispute to an Arbitrator for final arbitration. The
Arbitrator shall be selected by mutual agreement of the Bank
and the claimants. The Arbitrator shall operate under any
generally recognized set of arbitration rules. The parties
hereto agree that they and their heirs, personal
representatives, successors and assigns shall be bound by the
decision of such Arbitrator with respect to any controversy
properly submitted to it for determination.
Where a dispute arises as to the Bank's discharge of the
Executive "For Cause," such dispute shall likewise be
submitted to arbitration as above described and the parties
hereto agree to be bound by the decision thereunder.
IN WITNESS WHEREOF, the parties hereto acknowledge that each has
carefully read this Agreement and executed the original thereof effective as of
the first day set forth hereinabove, and that, upon execution, each has received
a conforming copy.
CENTRAL CO-OPERATIVE BANK
Somerville, MA
/s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx, Xx.
---------------------------------- -----------------------------------------------
Witness (Bank Director other than Executive) Title
/s/ Xxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------- -----------------------------------------------
Witness Xxxxxxx X. Xxxxxxxxx
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BENEFICIARY DESIGNATION FORM FOR THE
EXECUTIVE SALARY CONTINUATION AGREEMENT
I. PRIMARY DESIGNATIONS
--------------------
A. Person(s) as a Primary Designation:
----------------------------------
(Please indicate the percentage for each beneficiary.)
1. Name: Relationship: SS#: %
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Address:
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(Street) (City) (State) (Zip)
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2. Name: Relationship: SS#: %
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Address:
-------------------------------------------------------------------------------------------------------------------
(Street) (City) (State) (Zip)
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3. Name: Relationship: SS#: %
-------------------------------------------------------------------------------------------------------------------
Address:
-------------------------------------------------------------------------------------------------------------------
(Street) (City) (State) (Zip)
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4. Name: Relationship: SS#: %
-------------------------------------------------------------------------------------------------------------------
Address:
-------------------------------------------------------------------------------------------------------------------
(Street) (City) (State) (Zip)
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II. ESTATE AND/OR TRUST AS PRIMARY DESIGNATIONS
-------------------------------------------
A. Estate as a Primary Designation:
-------------------------------
An Estate can still be listed even if there is no will.
My Primary Beneficiary is The Estate of as set forth in the Last Will and
---------------------------------
(Insert full name)
Testament dated the day of , 200 and any codicils thereto.
-------- --------------- ---
B. Trust as a Primary Designation:
Name of the Trust:
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Execution Date of the Trust: Name of the Trustee:
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Beneficiary of the Trust:
(please indicate the percentage for each beneficiary):
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Name(s):
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Name(s):
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Is this an Irrevocable Life Insurance Trust? Yes No
----- -----
(If yes and this designation is for a Joint Beneficiary
Designation Agreement, an Assignment of Rights form must be
completed.)
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III. SECONDARY (CONTINGENT) DESIGNATIONS
-----------------------------------
A. Person(s) as a Secondary (Contingent) Designation:
(Please indicate the percentage for each beneficiary in the event
of the Primary's Death.)
1. Name: Relationship: SS#: %
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Address:
-------------------------------------------------------------------------------------------------------------------
(Street) (City) (State) (Zip)
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2. Name: Relationship: SS#: %
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Address:
-------------------------------------------------------------------------------------------------------------------
(Street) (City) (State) (Zip)
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3. Name: Relationship: SS#: %
-------------------------------------------------------------------------------------------------------------------
Address:
-------------------------------------------------------------------------------------------------------------------
(Street) (City) (State) (Zip)
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4. Name: Relationship: SS#: %
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Address:
-------------------------------------------------------------------------------------------------------------------
(Street) (City) (State) (Zip)
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IV. ESTATE AND/OR TRUST AS SECONDARY (CONTINGENT) DESIGNATIONS
----------------------------------------------------------
A. Estate as a Secondary (Contingent) Designation:
----------------------------------------------
My Primary Beneficiary is The Estate of as set forth in the last will and
------------------------------
Testament dated the day of , 200 and any codicils thereto.
--------- --------------------- ----
B. Trust as a Secondary (Contingent) Designation:
Name of the Trust:
-------------------------------------------------------------------------------------------------------------------
Execution Date of the Trust: Name of the Trustee:
-------------------------------------------------------------------------------------------------------------------
Beneficiary of the Trust:
(please indicate the percentage for each beneficiary):
-------------------------------------------------------------------------------------------------------------------
Name(s):
-------------------------------------------------------------------------------------------------------------------
Name(s):
-------------------------------------------------------------------------------------------------------------------
Is this an Irrevocable Life Insurance Trust? Yes No
----- -----
(If yes and this designation is for a Joint Beneficiary
Designation Agreement, an Assignment of Rights form must be
completed.)
V. SIGN AND DATE
-------------
This Beneficiary Designation Form is valid until the Executive notifies
the bank in writing.
------------------------------------ ------------------------------
Xxxxxxx X. Xxxxxxxxx Date
-15-
AMENDMENT
TO THE EXECUTIVE SALARY CONTINUATION AGREEMENT
EFFECTIVE DECEMBER 20, 2007
THIS AMENDMENT, made and entered into this 21st day of December, 2007,
by and between Central Co-Operative Bank, a bank organized and existing under
the laws of the Commonwealth of Massachusetts, (hereinafter referred to as the
"Bank"), and Xxxxxxx X. Xxxxxxxxx, an Executive of the Bank, (hereinafter
referred to as the "Executive"), shall effectively amend the Executive Salary
Continuation Agreement effective December 20, 2007 as follows:
1.) Paragraph VI, BENEFIT ACCOUNTING/ACCRUED LIABILITY RETIREMENT
ACCOUNT, shall be deleted in its entirety and replaced with the following:
The Bank shall account for this benefit using the regulatory
accounting principles of the Bank's primary federal regulator.
The Bank shall establish an Accrued Liability Retirement
Account for the Executive on the books of the Bank into which
appropriate reserves shall be accrued. The Accrued Liability
Retirement Account calculation is provided in Attachment A.
2.) Paragraph VIII, TERMINATION PRIOR TO NORMAL RETIREMENT AGE, shall
be deleted in its entirety and replaced with the following:
Subject to Paragraph IX, in the event that the employment of
the Executive shall terminate prior to the Normal Retirement
Age, by the Executive's voluntary action, or by the
Executive's discharge by the Bank without cause, the Bank
shall pay to the Executive an amount of money equal to the
balance of the Executive's Accrued Liability Retirement
Account on the date of Separation from Service. Such balance
shall be paid in one (1) lump sum within sixty (60) days
following Separation from Service, and the Bank shall have no
further obligation to the Executive, under this Agreement.
3.) Attachment "A" shall be added to the Executive Salary Continuation
Agreement as attached hereto.
This Amendment shall be effective the 20th day of December, 2007. To
the extent that any term, provision, or paragraph of said Agreement is not
specifically amended herein, or in any other amendment thereto, said term,
provision, or paragraph shall remain in full force and effect as set forth in
said December 20, 2007 Agreement.
IN WITNESS WHEREOF, the parties hereto acknowledge that each has
carefully read this Amendment and executed the original thereof on the first day
set forth hereinabove, and that, upon execution, each has received a conforming
copy.
CENTRAL CO-OPERATIVE BANK
Somerville, MA
/s/ Xxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxx
------------------------------- -------------------------------------------
Witness Title
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------- -------------------------------------------
Witness Xxxxxxx X. Xxxxxxxxx
PARTICIPANT PLAN SUMMARY
CENTRAL CO-OPERATIVE BANK Attachment A
Xxxxxxxxx, Xxxxxxx X.
December 12, 2007
End of Year Age: 80 PARTICIPANT
Retirement Age: 85
Age At Death: 95
End of Death APB 12 Deferred Benefit Pre-Tax Split Dollar Tax On
End of Year Benefit Benefit Tax Liability Retirement Death FICA/ Economic
Year Year Age Expense Expense Credit Balance Benefit Benefit Medicare Value
====================================================================================================================================
2007 1 80 (376) 1,000,000
2008 2 81 (4,828) (61,450) 21,508 61,450 1,000,000 908 445
2009 3 82 (5,448) (69,355) 24,274 130,805 1,000,000 970 544
2010 4 83 (6,127) (78,023) 27,308 208,829 1,000,000 1,038 662
2011 5 84 (6,872) (87,519) 30,632 296,348 1,000,000 1,110 797
2012 6 85 7,381 (78,086) 27,330 363,491 10,944 1,000,000 885 960
2013 7 86 11,461 (21,866) 7,653 341,255 44,102 1,000,000 1,161
2014 8 87 4,809 (20,391) 7,137 316,220 45,425 1,000,000 1,425
2015 9 88 (18,734) 6,557 288,165 46,788 1,000,000 1,755
2016 10 89 (16,881) 5,908 256,855 48,192 1,000,000 2,137
2017 11 90 (14,817) 5,186 222,034 49,638 1,000,000 4,250
2018 12 91 (12,526) 4,384 183,434 51,127 1,000,000 4,613
2019 13 92 (9,991) 3,497 140,765 52,660 1,000,000 5,003
2020 14 93 (7,192) 2,517 93,717 54,240 1,000,000 5,470
2021 15 94 (4,110) 1,439 41,959 55,867 1,000,000 6,037
2022 16 95 (877) 307 0 42,836 6,574
