EXHIBIT 10.3
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 Xxxx X. Xxxxxxx, 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)
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months, or (ii) is, 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, 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 sixty-five (65).
F. Plan Year:
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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:
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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.
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If payments are scheduled to be made in installments, the
first six (6) months of installment payments shall be 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:
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"Retirement Date" shall mean the later of the Executive's
sixty-fifth (65th) 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
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Upon attainment of the Retirement Date, the Bank shall pay the
Executive an annual benefit equal to fifty percent (50%) 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;
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(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 contribution to the 401(k) plan thereby
being eligible for maximum Bank contribution and assume six
percent (6%) interest on Bank contribution. And, (iii) fifty
percent (50%) of the Executive's age sixty-five (65) 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.
Said payment due hereunder shall be made within sixty
(60) days of the Executive's death.
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
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action, or by the Executive's discharge by the Bank without
cause, the Bank shall pay to the Executive an amount 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.
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 that there is a finding of any qualified period of
Disability for the Executive, the Bank will deposit into the
Contingent Disability Trust (hereafter "Trust") for the
Executive, an amount equal to the balance of the Accrued
Liability Retirement Account at the time of such Disability,
established on the Executive's behalf pursuant to this
Agreement. No other benefits will be owed to the Executive
under this Agreement during the period of Disability.
The Trust shall be an unfunded Trust until such time that the
Executive is deemed Disabled.
If the Executive is Disabled on the date the Executive reaches
Normal Retirement Age, this Agreement shall automatically
terminate and the Executive shall not be entitled to any
further benefits under this Agreement.
If the period of Disability ends prior to Normal Retirement Age
and the Executive returns to active employment with the Bank,
Massachusetts Mutual will cease paying the disability benefit
to the Trust and the Bank will pay the Executive a reduced
retirement benefit amount. The retirement benefit determined in
accordance with Paragraph IV shall be reduced by the thirteen
(13) year annual annuity that would be payable from the Trust
assuming the trust assets earned on a net of four percent (4%)
annually starting from the date of the existence of said Trust.
Payment shall be made in the same time and form as stated in
Paragraph IV.
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.
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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:
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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 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.
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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
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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 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
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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 permissible
payments are allowed as permitted by statute or
regulation.
K. Subsequent Changes to Time and Form of Payment:
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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
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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
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
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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
(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
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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
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.
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(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
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.
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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/ Xxxx X. Xxxxxxx
------------------------------- ------------------------------------
Witness Xxxx X. Xxxxxxx
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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.)
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:
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(Street) (City) (State) (Zip)
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2. Name: Relationship: SS#: %
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Address:
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(Street) (City) (State) (Zip)
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3. Name: Relationship: SS#: %
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Address:
-------------------------------------------------------------------------------------------------------------------
(Street) (City) (State) (Zip)
-------------------------------------------------------------------------------------------------------------------
4. Name: Relationship: SS#: %
-------------------------------------------------------------------------------------------------------------------
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:
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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.)
V. SIGN AND DATE
-------------
This Beneficiary Designation Form is valid until the Executive notifies
the bank in writing.
------------------------------------ ------------------------------
Xxxx X. Xxxxxxx Date
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 Xxxx Xxxxxxx, 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/ Xxxx X. Xxxxxxx
------------------------------- -------------------------------------------
Witness Xxxx X. Xxxxxxx
PARTICIPATION PLAN SUMMARY
CENTRAL CO-OPERATIVE BANK Attachment A
Xxxxxxx, Xxxx
December 12, 2007
End of Year Age: 50 PARTICIPANT
Retirement Age: 65
Age At Death: 85
End of APB 12 Post-Mortality Benefit Pre-Tax Split Dollar Tax On
End of Year Benefit Benefit Liability Retirement Death FICA/ Economic
Year Year Age Expense Expense Balance Benefit Benefit Medicare Value
==============================================================================================================================
2007 1 50
2008 2 51 (36,039) 36,039 523
2009 3 52 (40,675) 76,714 557
2010 4 53 (45,758) 122,472 594
2011 5 54 (51,328) 173,800 633
2012 6 55 (57,424) 231,224 675
2013 7 56 (64,092) 295,316 720
2014 8 57 (71,380) 366,696 767
2015 9 58 (79,341) 446,037 818
2016 10 59 (88,031) 534,068 872
2017 11 60 (97,510) 631,578 930
2018 12 61 (107,844) 739,423 991
2019 13 62 (119,105) 858,528 1,057
2020 14 63 (131,368) 989,895 1,127
2021 15 64 (144,716) 1,134,611 1,201
2022 16 65 (122,528) 1,208,307 48,832 720
2023 17 66 (73,653) 1,163,298 118,662
2024 18 67 (70,636) 1,111,712 122,222
2025 19 68 (67,192) 1,053,016 125,888
2026 20 69 (63,287) 986,638 129,665
2027 21 70 (58,884) 911,968 133,555
2028 22 71 (53,944) 828,350 137,562
2029 23 72 (48,424) 735,086 141,689
2030 24 73 (42,280) 631,426 145,939
2031 25 74 (35,462) 516,571 150,317
2032 26 75 (27,920) 389,663 154,827
2033 27 76 (19,598) 249,789 159,472
2034 28 77 (10,437) 95,970 164,256
2035 29 78 (1,502) (71,712) 0 169,184
2036 30 79 (174,259) 174,259
2037 31 80 (179,487) 179,487
2038 32 81 (184,872) 184,872
2039 33 82 (190,418) 190,418
2040 34 83 (196,130) 196,130
2041 35 84 (202,014) 202,014
