SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
FOR DEBORAH J. JACKSON
This
Supplemental
Executive Retirement Agreement (the "Agreement") is
entered into by and between East Boston Savings Bank, a corporation organized
and existing under the laws of the Commonwealth of Massachusetts
(the "Bank" or
"Employer") and
Deborah J. Jackson (the "Executive"), effective as of January
20, 2009 (the "Effective Time").
PREAMBLE
The
purpose of this Agreement is to provide the Executive with
supplemental
retirement benefits
in order to provide her with a reasonable level of
retirement income
which will assist her in maintaining an appropriate standard
of living in
retirement. An
integral part of the Agreement is to encourage and
induce the Executive
to remain as a
full-time executive officer of the Bank
until she attains the
retirement age of
sixty-five
(65) and to recognize
her
service to the Bank. The parties intend that this Agreement
shall at all times
be characterized as a "top hat" plan of deferred compensation
maintained for the
Executive who is a highly compensated employee, as described under Sections
201(2), 301(a)(3) and
401(a)(1) of the Employee Retirement Income Security Act
of 1974 (the "ERISA"), and the Agreement shall at all times satisfy
Section 409A
of the Internal
Revenue Code of 1986, as amended (the "Code"), and as enacted
under the American
Jobs Creation Act of 2004. The provisions of the Agreement
shall be construed
to effectuate such intentions. The Agreement shall be
unfunded for tax purposes and for purposes of Title I of ERISA.
WITNESSETH:
WHEREAS, the Bank
wishes to provide for the employment of the Executive as
of the Effective
Time, and the Executive wishes to serve the Bank as of
the
Effective Time; and
WHEREAS, in order to
induce the Executive to enter the employ of the Bank,
the parties desire to enter into the SERP; and
WHEREAS, to induce the
Executive to continue
in the Bank's employ
to age
sixty-five (65),
the Bank proposes to
supplement the
benefits payable to
the
Executive under the Bank's 401(k) plan and employee stock ownership
plan;
NOW,
THEREFORE, in consideration of the premises and the mutual promises
of
the parties hereto, the parties agree as follows:
1.
Establishment of Accumulation Account. An Accumulation Account
shall be
maintained on the books of the Employer for the Executive with respect to this
Agreement. The Accumulation Account shall be utilized solely as a
device for the
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measurement and determination of the benefits, if any, payable to the
Executive
pursuant to this Agreement.
2. Annual Credits to
Accumulation
Account. Each calendar year commencing
January 1, 2009 and ending the following December 31st, the Board of Directors
of the Bank shall
credit the Executive's
Accumulation
Account with an
amount
equal to $117,858,
which is the amount equal to the product of (i) 1/14, times
(ii) $1,650,000. The
Accumulation Account shall be credited as of each December
31st, and in the event
the Executive
terminates employment
prior to December
31st, she will be
entitled to a pro-rated contribution. The Executive may not
make any contributions under this Agreement.
3.
Maximum Amount Credited to Accumulation Account. All amounts
credited to
the Accumulation
Account shall not exceed $1,650,000. No further additions to
the Accumulation
Account will be made
when, and if, the
Accumulation
Account
equals $1,650,000.
4.
Payment upon Separation from Service.
(a) Upon a Separation from Service, the Accumulation Account shall
be
paid
in a single lump sum payment to the Executive on the first day of
the
month following the lapse of six months after such Separation from
Service.
(b) For purposes hereof, Separation from Service shall mean a
termination of the
Executive's services
(whether as an
employee or as an
independent
contractor) to the
Company and the Bank for any reason other
than
Disability or death.
Whether a Separation
from Service has
occurred
shall be determined in accordance with the requirements of Section 409A
of
the
Code based on whether
the facts and
circumstances indicate
that the
Company, the Bank and the 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
employee 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 employee or an independent contractor) over the
immediately preceding thirty-six (36) month period.
5.
Payment upon death or Disability.
(a) Upon the death or Disability of the Executive, the Accumulation
Account shall be paid to the Executive, or the Executive's beneficiary in
the
event of death, in a
single lump sum
payment on the first
day of the
month following the occurrence of death or Disability.
(b) For purposes
hereof, Disability
shall mean an
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 months; or (ii) is, by
2
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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 months, receiving income
replacement benefits
for a period of not
less than three months
under an
accident and health
plan covering employees of the Bank (or would have
received such benefits if the Executive was eligible to participate
in such
plan). If any
question shall arise as to whether during any period the
Executive is Disabled,
the Executive
may, and at the
request of the Bank
shall, submit
to the Bank a certification in reasonable detail by a
physician selected by
the Bank to whom the
Executive or the
Executive's
guardian has no
reasonable
objection as to whether the Executive is so
Disabled, and such
certification shall
for the purposes of this Agreement
be
conclusive of the issue. The physician shall be board-certified in the
area
of medicine applicable
to the particular
disability
involved. The
Executive shall
cooperate with any reasonable request of the physician in
connection with such
certification.
If such question shall
arise and the
Executive shall fail
to submit such
certification
(unless the failure
results from matters beyond the control of the Executive), the Bank's
determination
