Supplemental Executive Retirement Agreement for Joseph F. Jeamel Jr.
Exhibit 10.8
This Agreement, made this 27th day of January, 2004, by and between Rockville Bank
(hereinafter referred to as the “Employer”) and Xxxxxx X. Xxxxxx Xx. (hereinafter referred to as
the “Executive”).
WITNESSETH THAT:
WHEREAS, the Executive is and will be rendering valuable services to the Employer in his
capacity as an executive officer, and
WHEREAS, the Employer desires to ensure that it will continue to have the benefit of the
Executive’s services, and
WHEREAS, the Employer wishes to assist the Executive in providing for the financial
requirements of the Executive in the event of his retirement or termination of employment.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:
1. SUPPLEMENTAL RETIREMENT BENEFIT.
A. Retirement Benefit. Upon the Executive’s retirement or the termination of the
Executive’s employment for any reason other than death, the Executive shall be entitled to receive
pursuant to this Agreement an annual benefit of Twenty-Seven Thousand Six Hundred Thirty-Six
Dollars ($27,636) payable for twenty (20) years.
B. Death Benefit. In the event of the Executive’s death while in the employ of the
Employer, the Executive’s beneficiary designated on Exhibit A attached hereto in accordance with
the provisions of this Section 1.B. (the “Beneficiary”) shall be entitled to receive the Retirement
Benefit that would otherwise have been provided to the Executive pursuant to Section 1.A. above.
In the event of the death of the Executive after the commencement of payment of the Retirement
Benefit provided pursuant to Section 1.A. above, payment shall continue to be made to the
Executive’s Beneficiary in an amount equal to one hundred percent (100%) of the annual benefit that
the Executive was receiving at the time of death until such annual benefit shall have been paid to
the Executive and his Beneficiary for a total period of twenty (20) years. The Executive shall
have the right, at any time, to designate Beneficiary(ies) (both primary as well as contingent) to
receive the death benefit payable under this Section 1.B.. The Beneficiary designated under this
Agreement may be the same as or different from the beneficiary designated under any other plan of
or agreement with the Employer. The Executive shall designate his Beneficiary by completing and
signing the beneficiary designation form
attached hereto as Exhibit A and returning it to the Senior Vice
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President, Human Resources
for the Employer. The Executive shall have the right to change his Beneficiary by completing,
signing and otherwise complying with the terms of the beneficiary designation form attached hereto
as Exhibit A. Upon the acceptance by the Senior Vice President, Human Resources of the Employer of
a new beneficiary designation form, all Beneficiary designations previously filed shall be
canceled. The Employer shall be entitled to rely on the last beneficiary designation form filed by
the Executive and accepted by the Senior Vice President, Human Resources of the Employer prior to
the Executive’s death. In the event of the death of the Executive without a designated
Beneficiary, any benefits remaining to be paid under this Agreement to the Executive shall be paid
to the Executive’s estate.
2. TERMS AND CONDITIONS OF BENEFIT. The annual benefit payable in accordance with
Section 1 hereof shall be paid in monthly installments on the first day of each month commencing on
the first day of the month immediately following the Executive’s retirement, termination of
employment or death. Monthly installments of benefits shall cease to be paid after 240 months of
installments have been paid to the Executive, his Beneficiary or both, as the case may be.
3. FORFEITURE UPON TERMINATION FOR CAUSE. Anything in this Agreement to the contrary
notwithstanding, if the Executive’s employment is “Terminated for “Cause” prior to a “Change in
Control”, as such terms are defined in the Employer’s Phantom
Stock Plan, the annual benefit payable in accordance with Section 1. A. or Section 1.B. hereof
shall be forfeited. If the Executive or his Beneficiary has received any monthly installments of
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the annual benefit payable in accordance with Section 1. A. or Section 1.B. hereof and it is
subsequently determined that the Executive was Terminated for Cause prior to a Change in Control,
then the monthly installments previously paid shall be returned by the Executive or his
Beneficiary, as the case may be, to the Employer, and no further monthly installments shall be
payable under this Agreement. The provisions of this Section 3 shall not apply in the event that
the Executive’s employment is Terminated for Cause in connection with a Change in Control, in which
case the Executive’s benefit shall be payable as otherwise provided in this Agreement.
4. ABSENCE OF FUNDING. Benefits payable pursuant to this Agreement shall not be
funded, and the Employer shall not be required to segregate or earmark any of its assets for the
benefit of the Executive. Such benefits shall not be subject in any manner to anticipation,
alienation, transfer or assignment by the Executive, and any attempt to anticipate, alienate,
transfer or assign these benefits shall be void. The Executive shall have only the right of an
unsecured general creditor of the Employer for the benefits hereunder.
5. MISCELLANEOUS.
A. This Agreement may be amended at any time by mutual written agreement of the parties
hereto, but no amendment shall operate to give the Executive, either directly or
indirectly, any interest whatsoever in any funds or assets of the Employer, except the right
to receive the payments herein provided.
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B. This Agreement shall not supersede any contract of employment, whether oral or in writing,
between the Employer and the Executive, nor shall it affect or impair the rights and obligations of
the Employer and the Executive, respectively, thereunder. Nothing contained herein shall impose
any obligation on the Employer to continue the employment of the Executive.
C. This Agreement shall be construed in accordance with and governed by the laws of the State
of Connecticut, except to the extent that such laws are preempted by Federal law.
D. This Agreement shall be binding upon the successors of the Employer. The Employer shall
require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the Employer to expressly assume and
agree to perform the obligations of the Employer under this Agreement in the same manner and to the
same extent that the Employer would have been required to perform such obligations if no such
succession had taken place and such assumption shall be an express condition to the consummation of
any such purchase, merger, consolidation or other transaction.
E. The Employer shall be responsible for the administration of this Agreement and shall have
the sole discretion to determine all questions arising in connection with the Agreement, to
interpret the provisions of the Agreement and to construe all of its terms.
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All such actions of
the Employer shall be conclusive and binding upon the Executive, his Beneficiary and other persons.
Claims for benefits under this Agreement shall be decided in accordance with the claims procedures
provisions set forth in the Employer’s 401(k) Plan, which are incorporated herein by this
reference.
F. The Employer may withhold from any benefit payable under this Agreement an amount
sufficient to satisfy its tax withholding obligations.
IN WITNESS WHEREOF, the Employer and the Executive have executed this Agreement as of the day
and year first above written.
| ROCKVILLE BANK | ||||||
| By | /s/ Xxxxxxx X. XxXxxx | |||||
| Its President | ||||||
| /s/ Xxxxxx X. Xxxxxx | ||||||
| Xxxxxx X. Xxxxxx | ||||||
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EXHIBIT A
BENEFICIARY DESIGNATION
Subject to the conditions and provisions of the Agreement and subject to the right reserved therein
to change the Beneficiary, the Beneficiary designation with respect to the Death Benefit which may
become payable under the Agreement shall be as follows:
Primary: |
||
| Name | ||
| Address | ||
First Contingent: |
||
| Name | ||
| Address | ||
Second Contingent: |
||
| Name | ||
| Address |
If, however, no Beneficiary hereinbefore designated is living at my death, any Death Benefit which
may become payable under the Agreement shall be payable to the executor or administrator of my
estate.
Signed at |
||||||
| (City and State) | (Date) | |||||
| Xxxxxx X. Xxxxxx Xx. | (Signature of Witness) | |||||
| Print Name: | ||||||
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