Exhibit 10.12
AMENDED AND
RESTATED
CHICOPEE SAVINGS
BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN
As of November 20,
2008
Amended and
Restated
Chicopee Savings
Bank
Supplemental Executive Retirement
Plan
Table of Contents
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Article I
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Introduction
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1
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Article II
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Definitions
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1
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Article III
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Eligibility and
Participation
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3
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Article IV
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Benefits
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3
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Article V
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Accounts
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5
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Article VI
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Supplemental
Benefit Payments
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5
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Article VII
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Claims
Procedures
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6
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Article VIII
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Amendment and
Termination
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7
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Article IX
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General
Provisions
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8
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Article I
Introduction
Section 1.01 Purpose,
Design and Intent .
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(a)
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The purpose of
the Chicopee Savings Bank Supplemental Executive Retirement Plan
(the “Plan”) is to assist Chicopee Savings Bank (the
“Bank”) and its affiliates in retaining the services of
key employees until their retirement, to induce such employees to
use their best efforts to enhance the business of the Bank and its
affiliates, and to provide certain supplemental retirement benefits
to such employees.
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(b)
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The Plan, in
relevant part, is intended to constitute an unfunded “excess
benefit plan” as defined in Section 3(36) of the
Employee Retirement Income Security Act of 1974, as amended. In
this respect, the Plan is specifically designed to provide certain
key employees with retirement benefits that would have been
provided under various tax-qualified retirement plans sponsored by
the Bank but for the applicable limitations placed on benefits and
contributions under such plans by various provisions of the
Internal Revenue Code of 1986, as amended.
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(c)
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The Bank is
amending and restating the Plan in its entirety effective as of
January 1, 2005, to comply with Section 409A of the
Code.
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Article II
Definitions
Section 2.01
Definitions . In
this Plan, whenever the context so indicates, the singular or the
plural number and the masculine or feminine gender shall be deemed
to include the other, the terms “he,”
“his,” and “him,” shall refer to a
Participant or a beneficiary of a Participant, as the case may be,
and, except as otherwise provided, or unless the context otherwise
requires, the capitalized terms shall have the following
meanings:
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(a)
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“Affiliate”
means any corporation, trade or
business, which, at the time of reference, is together with the
Bank, a member of a controlled group of corporations, a group of
trades or businesses (whether or not incorporated) under common
control, or an affiliated service group, as described in Sections
414(b), 414(c), and 414(m) of the Code, respectively, or any other
organization treated as a single employer with the Bank under
Section 414(o) of the Code.
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(b)
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“Applicable
Limitations” means one or more of the following, as
applicable:
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(i)
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the maximum
limitations on annual additions to a tax-qualified defined
contribution plan under Section 415(c) of the Code;
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(ii)
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the maximum
limitation on the annual amount of compensation that may, under
Section 401(a)(17) of the Code, be taken into account in
determining contributions to and benefits under tax-qualified
plans; and
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(iii)
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the maximum
limitations, under Sections 401(k), 401(m), or 402(g) of the Code,
on pre-tax contributions that may be made to a qualified defined
contribution plan.
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(c)
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“Bank” means Chicopee Savings Bank, and its
successors.
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(d)
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“Board of Directors”
means the Board of Directors of the
Bank.
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1
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(e)
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“Change in Control”
means the earliest occurrence of a
“change in ownership,” “change in effective
control,” or “change in ownership of a substantial
portion of assets” for purposes of Section 409A of the
Code.
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(f)
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“Code” means the Internal Revenue Code of 1986, as
amended.
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(g)
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“Committee”
means the person(s) designated by
the Board of Directors, pursuant to Section 9.02 of the Plan,
to administer the Plan.
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(h)
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“Common Stock”
means the common stock of the
Company.
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(i)
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“Company”
means Chicopee Bancorp, Inc. and its
successors.
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(j)
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“Eligible Individual”
means any Employee who participates
in the ESOP or the 401(k) Plan, as the case may be, and whom the
Board of Directors determines is one of a “select group of
management or highly compensated employees,” as such phrase
is used for purposes of Sections 101, 201, and 301 of
ERISA.
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(k)
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“Employee”
means any person employed by the
Bank or an Affiliate.
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(l)
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“Employer”
means the Bank or Affiliate thereof
that employs the Employee.
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(m)
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“ERISA” means the Employee Retirement Income Security
Act of 1974, as amended.
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(n)
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“ESOP” means the Chicopee Savings Bank Employee Stock
Ownership Plan, as amended from time to time.
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(o)
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“ESOP Acquisition
Loan” means a
loan or other extension of credit incurred by the trustee of the
ESOP in connection with the purchase of Common Stock on behalf of
the ESOP.
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(p)
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“ESOP Valuation Date”
means any day as of which the
investment experience of the trust fund of the ESOP is determined
and individuals’ accounts under the ESOP are adjusted
accordingly.
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(q)
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“Effective Date”
means January 1,
2006.
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(r)
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“Participant”
means an Eligible Employee who is
entitled to benefits under the Plan.
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(s)
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“Plan” means this Chicopee Savings Bank Supplemental
Executive Retirement Plan, as amended and restated.
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(t)
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“401(k) Plan”
means the SBERA 401(k) Plan as
adopted by Chicopee Savings Bank, as amended from time to
time.
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(u)
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“Separation from
Service” means
a Participant’s separation from service with the Bank, within
the meaning of Section 409A of the Code.
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(v)
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“Specified Employee”
means, as of a given date, a
“specified employee” as of such date for purposes of
Section 409A of the Code.
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2
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(w)
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“Supplemental ESOP
Account” means
an account established by an Employer, pursuant to
Section 5.01 of the Plan, with respect to a
Participant’s Supplemental ESOP Benefit.
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(x)
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“Supplemental ESOP
Benefit” means
the benefit credited to a Participant pursuant to Section 4.01
of the Plan.
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(y)
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“Supplemental Savings
Benefit” means
the benefit credited to a Participant pursuant to Section 4.03
of the Plan.
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(z)
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“Supplemental Savings
Account” means
an account established by an Employer, pursuant to
Section 5.03 of the Plan, with respect to a
Participant’s Supplemental Savings Benefit.
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(aa)
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“Supplemental Stock Ownership
Account” means
an account established by an Employer, pursuant to
Section 5.02 of the Plan, with respect to a
Participant’s Supplemental Stock Ownership
Benefit.
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(bb)
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“Supplemental Stock Ownership
Benefit” means
the benefit credited to a Participant pursuant to Section 4.02
of the Plan.
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Article III
Eligibility and
Participation
Section 3.01 Eligibility
and Participation .
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(a)
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Each Eligible
Employee may participate in the Plan. An Eligible Employee shall
become a Participant in the Plan upon designation as such by the
Board of Directors. An Eligible Employee whom the Board of
Directors designates as a Participant in the Plan shall commence
participation as of the date established by the Board of Directors.
The Board of Directors shall establish an Eligible Employee’s
date of participation at the same time it designates the Eligible
Employee as a Participant in the Plan.
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(b)
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The Board of
Directors may, at any time, designate an Eligible Employee as a
Participant for any or all supplemental benefits provided for under
Article IV of the Plan.
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Article IV
Benefits
Section 4.01 Supplemental
ESOP Benefit .
As of the last day of each plan year
of the ESOP, the Employer shall credit the Participant’s
Supplemental ESOP Account with a Supplemental ESOP Benefit equal to
the excess of (a) over (b), where:
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(a)
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Equals the
annual contributions made by the Employer and/or the number of
shares of Common Stock released for allocation in connection with
the repayment of an ESOP Acquisition Loan that would otherwise be
allocated to the accounts of the Participant under the ESOP for the
applicable plan year, if the provisions of the ESOP were
administered without regard to any of the Applicable Limitations;
and
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(b)
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Equals the
annual contributions made by the Employer and/or the number of
shares of common stock released for allocation in connection with
the repayment of an ESOP Acquisition Loan that are actually
allocated to the accounts of the Participant under the provisions
of the ESOP for that particular plan year, after giving effect to
any reduction of such allocation required by any of the Applicable
Limitations.
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3
Section 4.02 Supplemental Stock
Ownership Benefit .
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(a)
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Upon a Change
in Control, the Employer shall credit to the Participant’s
Supplemental Stock Ownership Account a Supplemental Stock Ownership
Benefit equal to (i) less (ii), the result of which is
multiplied by (iii), where:
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(i)
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Equals the
total number of shares of Common Stock acquired with the proceeds
of all ESOP Acquisition Loans (together with any dividends, cash
proceeds, or other medium related to such ESOP Acquisition Loans)
that would have been allocated or credited for the benefit of the
Participant under the ESOP and/or this Plan, as the case may be,
had the Participant continued in the employ of the Employer through
the first ESOP Valuation Date following the last scheduled payment
of principal and interest on all ESOP Acquisition Loans outstanding
at the time of the Change in Control; and
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(ii)
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Equals the
total number of shares of Common Stock acquired with the proceeds
of all ESOP Acquisition Loans (together with any dividends, cash
proceeds, or other medium related to such ESOP Acquisition Loans)
and allocated for the benefit of the Participant under the ESOP
and/or this Plan, as the case may be, as of the first ESOP
Valuation Date following the Change in Control; and
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(iii)
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Equals the fair
market value of the Common Stock immediately preceding the Change
in Control.
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(b)
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For purposes of
clause (i) of subsection (a) of this Section 4.02,
the total number of shares of Common Stock shall be determined by
multiplying the sum of (i) and (ii) by (iii),
where:
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(i)
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equals the
average of the total shares of Common Stock acquired with the
proceeds of an ESOP Acquisition Loan and allocated for the benefit
of the Participant under the ESOP as of the three most recent ESOP
Valuation Dates preceding the Change in Control (or lesser number
if the Participant has not participated in the ESOP for three full
years);
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(ii)
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equals the
average number of shares of Common Stock credited to the
Participant’s Supplemental ESOP Account for the three most
recent plan years of the ESOP (such that the three most recent plan
years coincide with the three most recent ESOP Valuation Dates
referred to in (i) above); and
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(iii)
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equals the
original number of scheduled annual payments on the ESOP
Acquisition Loans.
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Section 4.03 Supplemental
Savings Benefit .
A Participant’s Supplemental
Savings Benefit under the Plan shall be equal to the excess of
(a) over (b), where:
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(a)
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is the sum of
the matching contributions and other contributions of the Employer
that would otherwise be allocated to an account of the Participant
under the 401(k) Plan for a particular year, if the provisions of
the 401(k) Plan were administered without regard to any of the
Applicable Limitations; and
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(b)
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is the sum of
the matching contributions and other contributions of the Employer
that are actually allocated on account of the Participant under the
provisions of the 401(k) Plan for that particular year, after
giving effect to any reduction of such allocation required by any
of the Applicable Limitations.
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Article V
A
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