AMENDED
AND RESTATED
CENTRAL BANCORP, INC.
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE
DIRECTORS
(a) The
purpose of the Central Bancorp, Inc. Deferred Compensation Plan for
Non-employee Directors (the “Plan”) is to provide
Directors of Central Co-operative Bank (the “Bank”) and
Central Bancorp, Inc. (the “Company”) with deferred
benefits upon retirement and to allow Directors to participate in
the growth of the Company and the Bank through the acquisition of a
beneficial interest in Common Stock of the Company, par value $1.00
per share (the “Common Stock”).
(b) The
Plan was initially effective January 13, 2000. This document
amends and restates the Plan effective as of January 1, 2005,
and is intended to comply with Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”). The Bank
and the Company intend for all deferrals (and earnings thereon) to
be subject to the requirements of Section 409A of the
Code.
2.
ADMINISTRATION. The Plan shall be administered by an
Administrative Committee consisting of at least two non-employee
directors (within the meaning described in Rule 16b-3 under
the Securities Exchange Act of 1934) appointed by the Board of
Directors of the Company and the Bank. The Administrative Committee
shall have the authority to adopt rules and regulations for
carrying out the Plan, and to interpret, construe and implement the
provisions of the Plan.
3.
ELIGIBILITY; EFFECTIVE DATE. Each member of the Board of
Directors of the Company or the Bank who is not an employee of the
Company or the Bank (“Director”) shall be entitled to
participate in the Plan. The effective date of the Plan is
January 1, 2005 (the “Effective Date”). The Plan
Year for the initial period following adoption shall begin on the
Effective Date and shall end on December 31, 2005. Thereafter
each Plan Year shall be the twelve-month period beginning on April
1 and ending on December 31. Effective as of January 1,
2005, the Plan Year shall be the calendar year.
4.
DIRECTORS’ DEFERRAL. Each Director may elect to defer
payment of all or any part of the annual retainer fees, meeting
fees, committee fees and other payments for services rendered by
the Director to the Company or the Bank on or after the Effective
Date (“Fees”) pursuant to the provisions of this Plan.
A Director’s election to defer Fees shall be in writing and
shall be effective upon receipt and acceptance by the Company and
the Bank. For the initial Plan Year of participation, such election
shall be made not later than thirty (30) days after the
effective date of the Director’s eligibility (and shall apply
only to amounts earned after that date). In succeeding Plan Years,
such election shall be made not later than thirty-one
(31) days prior to the commencement next succeeding Plan Year.
Any election may be revoked or changed if it is made in writing no
later than thirty-one (31) days prior to the commencement of
the next Plan Year, but only as to Fees to be earned at and after
commencement of the next succeeding Plan Year.
5.
ESTABLISHMENT OF TRUST; DIRECTOR’S ACCOUNTS. In
connection with the adoption of the Plan, the Company and the Bank
shall establish a nonqualified trust (the “Rabbi
Trust”). All Fees shall be deposited in the Rabbi Trust on
behalf of the participating Directors. The Company, the Bank and
the Trustee of the Rabbi Trust shall maintain a book account for
each Director to which such Fees shall be credited (the
“Account”). Fees shall be deposited in the Rabbi Trust
and credited to a Director’s Account on a quarterly basis
within five (5) business days after the end of the fiscal
quarter during which the compensation constituting such Fees was
earned.
In
accordance with the terms of the Rabbi Trust, all Fees shall be
invested by the Trustee of the Rabbi Trust in shares of Common
Stock. In the event that the Trustee acquires Common Stock directly
from the Company, the purchase price of such shares shall be equal
to the market value of such shares (“Market Value”). If
the Common Stock is listed on a national securities exchange
(including the NASDAQ National Market System) on the date in
question, then the Market Value per share shall be the average of
the highest and lowest selling price on such exchange on such date,
or if there were no sales on such date, then the Market Value per
share shall be the mean between the bid and asked price on such
date. If the Common Stock is traded otherwise than on a national
securities exchange on the date in question, then the Market Value
per share shall be the mean between the bid and asked price on such
date, or, if there is no bid and asked price on such date, then on
the next prior business day on which there was a bid and asked
price. If no such bid and asked price is available, then the Market
Value per share shall be its fair market value as determined by the
Administrative Committee, in its sole and absolute
discretion.
Each
Director’s Account shall indicate the number of shares of
Common Stock that have been purchased and are being held in the
Rabbi Trust on behalf of each Director. Cash dividends paid on
shares of Common Stock held in the Rabbi Trust shall be used to
purchase additional shares of Common Stock, and shall be credited
to the Directors’ Accounts. Stock dividends, stock splits and
other distributions payable on Common Stock also will be held in
the Rabbi Trust and shall be credited to the Directors
’
Accounts.
6.
UNSECURED GENERAL CREDITOR. Notwithstanding anything to the
contrary contained herein, neither the Directors nor any
beneficiaries designated by them, nor any of their respective
representatives or estates, shall have any right, other than the
right of an unsecured general creditor, against the Company or the
Bank with respect to the Directors’ Accounts, the Rabbi Trust
and the shares of Common Stock held in the Rabbi Trust.
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