EXHIBIT 10.7 EXECUTIVE SALARY CONTINUATION AGREEMENT THAT SUPERCEDES AND REPLACES THE EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN AGREEMENT DATED JANUARY 1, 2004Employee Benefits Plan Agreement |
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EXHIBIT 10.7
EXECUTIVE SALARY
CONTINUATION AGREEMENT THAT
SUPERCEDES AND
REPLACES THE EXECUTIVE
SUPPLEMENTAL RETIREMENT
PLAN AGREEMENT DATED
JANUARY
1, 2004
THIS AGREEMENT, made and entered
into this 11th day of May, 2004, by and
between Hampden Savings Bank a bank organized and existing under the laws of
the
Commonwealth of Massachusetts (hereinafter referred to as the
"Bank"), and
Thomas R. Burton an Executive of the Bank (hereinafter referred to as the
"Executive").
WITNESSETH:
WHEREAS, the Bank and the
Executive are parties to the Executive Salary
Continuation Agreement dated the 1st day of January, 2004 between Hampden
Savings Bank and Thomas R. Burton that provides for the payment of certain
benefits. This Executive Supplemental Retirement Plan Agreement and the
benefits
provided hereunder shall supercede and replace the existing Executive
Supplemental Retirement Plan Agreement and the benefits provided thereby;
WHEREAS, the Executive has been
and continues to be a valued Executive of
the Bank, and is now serving the Bank as its President;
WHEREAS, it is the consensus of
the Board of Directors (hereinafter
referred to as the "Board") that the Executive's services to the Bank
in the
past have been of exceptional merit and have constituted an invaluable
contribution to the general welfare of the Bank in bringing the Bank to its
present status of operating efficiency and present position in its field of
activity;
WHEREAS, the Executive's
experience, knowledge of the affairs of the
Bank, reputation, and contacts in the industry are so valuable that assurance
of
the Executive's continued services is essential for the future growth and
profits of the Bank and it is in the best interests of the Bank to arrange
terms
of continued employment for the Executive so as to reasonably assure the
Executive remains in the Bank's employ during the Executive's lifetime or until
the age of retirement;
WHEREAS, it is the desire of the
Bank that the Executive's services be
retained as herein provided;
WHEREAS, the Executive is willing
to continue in the employ of the Bank
provided the Bank agrees to pay the Executive or the Executive's
beneficiary(ies), certain benefits in accordance with the terms and conditions
hereinafter set forth;
ACCORDINGLY, 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(ies) in the event of the
Executive's death pursuant to this Agreement;
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FURTHERMORE, it is the intent of
the parties hereto that this Executive
Plan be considered an unfunded arrangement maintained primarily to provide
supplemental retirement benefits for the Executive, and be considered a
non-qualified benefit plan for purposes of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"). The Executive is fully
advised of
the Bank's financial status and has had substantial input in the design and
operation of this benefit plan; and
NOW, THEREFORE, in consideration
of services performed in the past and to
be performed in the future as well as of the mutual promises and covenants
herein contained it is agreed as follows:
I. EMPLOYMENT
The Bank agrees to employ the
Executive in such capacity as the Bank may
from time to time determine. The
Executive will continue in the employ of
the Bank in such capacity and with
such duties and responsibilities as
may be assigned to him, and with
such compensation as may be determined
from time to time by the Board of
Directors of the Bank.
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.
III. RETIREMENT DATE AND NORMAL
RETIREMENT AGE
A. RETIREMENT DATE:
If the Executive remains in
the continuous employ of the Bank, the
Executive shall retire from
active employment with the Bank on the
Executive's sixty-fifth
(65th) birthday, unless by action of the
Board of Directors this
period of active employment shall be
shortened or extended.
B. NORMAL RETIREMENT AGE:
Normal Retirement Age shall
mean the date on which the Executive
attains age sixty-five
(65).
IV. RETIREMENT BENEFIT AND
POST-RETIREMENT DEATH BENEFIT
Upon said retirement, the Bank,
commencing with the first day of the
month following the date of such
retirement, shall pay the Executive an
annual benefit equal to 75% of
Final Compensation (Subparagraph XI [O])
at retirement, less 50% of the
Social Security Benefit (Subparagraph XI
[P]), the Single Life Annuitized
Value (Subparagraph XI [N]) of the
Executive's account balances
derived from employer provided contributions
under
2
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the qualified defined contribution
plan, the benefit available from the
pension plan assuming the Single
Life Annuitized Value option, and the
benefit from the Collateral
Assignment Split Dollar Plan (Subparagraph XI
[Q]) maintained by the Bank. Said
benefit shall be paid in equal monthly
installments (1/12th of the annual
benefit) until the death of the
Executive.
V. DEATH BENEFIT PRIOR TO RETIREMENT
In the event the Executive should
die while actively employed by the Bank
at any time after the date of this
Agreement but prior to the Executive
attaining the age of sixty-five
(65) years (or such later date as may be
agreed upon), the Bank will pay an
annual benefit equal to the accrued
balance, on the date of death, of
the Executive's accrued liability
retirement account, to such
individual or individuals as the Executive
may have designated in writing and
filed with the Bank. In the absence of
any effective beneficiary
designation, any such amounts becoming due and
payable upon the death of the
Executive shall be payable to the duly
qualified executor or
administrator of the Executive's estate. Said
payment due hereunder shall be
made the first day of the second month
following the decease of the
Executive.
VI. DISABILITY BENEFIT
In the event the Executive becomes
Disabled (Subparagraph XI [M]) prior
to any Termination of Service, and
the Executive's employment is
terminated because of such
Disability, he shall immediately begin
receiving the benefits in
Subparagraph IV above. Such benefit shall begin
without regard to the Executive's
Normal Retirement Age and the Executive
shall be one hundred percent
(100%) vested in the entire benefit amount.
If there is a dispute regarding
whether the Executive is Disabled, such
dispute shall be resolved by a
physician selected by the Bank and such
resolution shall be binding upon
all parties to this Agreement.
VII. BENEFIT ACCOUNTING
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 into
which appropriate reserves shall
be accrued.
VIII. TERMINATION OF EMPLOYMENT
Subject to Subparagraph VIII (i)
hereinbelow, in the event that the
employment of the Executive shall
terminate prior to Normal Retirement
Age, as provided in Paragraph III,
by the Executive's voluntary action,
or by the Executive's discharge by
the Bank without cause, then this
Agreement shall terminate upon the
date of such termination of
employment. The Bank shall pay to
the Executive as severance compensation
an amount of money equal to the
accrued balance, on the date of
termination, of the Executive's
liability reserve account multiplied by
fifty percent (50%) plus ten
percent (10%) times the number of full years
of employment with the Bank from
the Effective Date of this Agreement (to
a maximum of 100%). This severance
compensation shall be paid in one
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hundred eighty (180) equal monthly
installments with interest equal to
the one-year Treasury bill as of
the date of termination or paid in a
lump sum.
In the event the Executive's death
should occur after such severance but
prior to the completion of the
monthly payments provided for in this
Paragraph VIII, the remaining
installments, or a lump sum, at the
discretion of the Bank, shall be
paid to such individual or individuals
as the Executive may have
designated in writing and filed with the Bank.
In the absence of any effective
beneficiary designation, any such amounts
shall be payable to the duly
qualified executor or administrator of the
Executive's estate. Said payments
due hereunder shall begin the first day
of the second month following the
decease of the Executive.
(i) DISCHARGE FOR CAUSE: In the event the
Executive shall be
discharged for cause
at any time, all benefits provided
herein shall be
forfeited. The term "for cause" shall mean
any of the following that result in an
adverse effect on
the Bank: (i) gross
negligence or gross neglect; (ii) the
commission of a
felony or gross misdemeanor involving fraud
or dishonesty; (iii)
the willful violation of any law,
rule, or regulation
(other than a traffic violation or
similar offense);
(iv) an intentional failure to perform
stated duties; or
(v) 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
Executive Plan.
IX. MUTUAL TO STOCK CONVERSION OR
CHANGE OF CONTROL
Upon a Mutual to Stock Conversion
or a Cha






