SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENTEmployee Benefits Plan Agreement |
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WESTBOROUGH FINANCIAL SERVICES INC | THE WESTBOROUGH BANK. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10.7
SUPPLEMENTAL EXECUTIVE
RETIREMENT AGREEMENT
This Supplemental Executive
Retirement Agreement (the "Agreement") is
dated as of the 29th day of December, 2005, by and between THE WESTBOROUGH
BANK, a bank organized and existing under the laws of the Commonwealth of
Massachusetts with its headquarters at 100 East Main Street, Westborough,
Massachusetts 01581 (the "Bank") and _______________ residing at
__________________________, ______________________ (the "Executive").
For
purposes of this Agreement, any reference to Company herein shall mean
Westborough Financial Services, Inc.
In consideration of the mutual
covenants herein contained and
implied, the sufficiency of which is acknowledged by each party, the Bank
and the Executive agree as follows:
1. Definitions.
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(a) "Accrued Benefit" means ________
percent (__%) of the
Executive's Final Average Compensation.
(b) "Actuarial Equivalent" means a
benefit of equivalent value when
computed on the basis of an interest rate of 6.5% and the 1994 Group
Annuity Reserving Table; provided, however, that for purposes of
determining the value of a lump sum distribution, the following assumptions
will be used:
Interest: Applicable interest rate under Section
417(e)(3) of
the Code, as
determined for the month of November
of the preceding
year.
Mortality: Applicable mortality table under Section
417(e)(3)
of the Code.
(c) "Cause" means the following:
(i) the commission by, and conviction of, the
Executive for
any felony involving deceit,
dishonesty or fraud with regard to the
Bank or its business, or moral
turpitude of such a nature as would
adversely affect the reputation of
the Bank;
(ii) the commission by the Executive of a material
act or acts
of dishonesty in connection with the
performance of the Executive's
duties to the Bank including,
without limitation, material
misappropriation of funds or
property;
(iii) an act or acts of gross
misconduct including sexual
harassment by the Executive;
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(iv) continued, willful and deliberate
non-performance by the
Executive of duties (other than by
reason of illness or disability)
which has continued for more than
thirty (30) days following written
notice of non-performance from the
Board of Directors (or Executive
Committee); or
(v) the entry of a final cease and desist order
with respect
to safety and soundness violations
by any federal or state regulatory
agency having jurisdiction over the
Bank, or the suspension or
termination of the employment of
the Executive pursuant to an order
by any federal or state regulatory
agency having jurisdiction over
the Bank.
The determination of whether the
Executive's service shall be
terminated for Cause shall be made at a meeting of the Board of Directors
called and held such purpose, at which the Board of Directors makes a
finding that in the good faith opinion of the Board of Directors an event
set forth in subclauses (i) through (v) has occurred and specifying the
particulars thereof in detail.
(d) "Change of Control" means the
occurrence of any of the
following events.
with respect to the Executive:
(i) a change in ownership of the Executive's
Service
Recipient;
(ii) a change in effective control of the
Executive's Service
Recipient; or
(iii) a change in the
ownership of a substantial portion of the
assets of the Executive's Service
Recipient.
The existence of a Change in Control Event shall be determined by the Bank
in accordance with section 409A of the Code and the regulations thereunder.
In no event, however, shall a Change of Control be deemed to have occurred
as a result of: (i) any acquisition of securities or assets of the Company,
the Bank, or a subsidiary of either of them, by the Company, the Bank, or a
subsidiary of either of them, or by any employee benefit plan maintained by
any of them; or (ii) the conversion of Westborough MHC to a stock form
company and the issuance of additional shares of the Company in connection
therewith.
(e) "100% Non-Forfeitable Benefit"
means the entire Accrued
Benefit.
(f)
"Code" means the Internal Revenue Code of 1986, as amended
from
time to time.
(g) "Final Average Compensation" means
the average of the
Executive's annual base salary (prior to any salary reduction contributions
to any Section 401(k), 125 or 132 plan) and bonuses for the final three (3)
calendar years during the Executive's employment with the Bank.
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(h) "Hour of Service" shall mean, each
hour for which the Executive
is paid or entitled to be paid for the performance of duties for the Bank
or for non-performance of duties (irrespective of whether the employment
relationship has terminated) due to vacation, holiday, illness, incapacity,
jury duty, military duty or approved paid leave of absence.
(i) "Normal Form" means an annual
annuity payable for life with
fifteen (15) years certain.
(j) "Service Recipient" means with
respect to the Executive on any
date: (i) the corporation for which the Executive is performing services on
such date; (ii) all corporations that are liable to the Executive for the
benefits due to him under this Agreement; (iii) a corporation that is a
majority shareholder of a corporation described in Paragraph 1(j)(i) or
(ii); or (iv) any corporation in a chain of corporations each of which is a
majority shareholder of another corporation in the chain, ending in a
corporation described in Paragraph 1(j)(i) or (ii).
(k) "Year of Service" means each
period of twelve (12) consecutive
months commencing with the Executive's initial date of hire by the Bank and
each anniversary thereof during which the Executive is credited with at
least 1,000 Hours of Service, including all such 12-month periods prior to
the effective date of this Agreement. The Executive shall accrue a Year of
Service for all purposes hereunder if, in the Executive's final year of
employment with the Bank, the Executive is credited with at least 1,000
Hours of Service.
2. Payments to Executive.
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(a) The Bank will pay annually to the Executive
an amount equal to
_______ percent (__%) of the Executive's Final Average Compensation. Absent
an election by the Executive to the contrary, said benefit will be payable
in the Normal Form in equal monthly installments commencing on the first
day of the month next following the termination of the Executive's service.
(b) The Executive's benefits under the Agreement
are 100% vested
and the Executive is entitled to the 100% Non-Forfeitable Benefit.
(c) If the Executive retires from the employ of
the Bank and
terminates service before age 65, his benefit will be payable in the Normal
Form in equal monthly installments commencing on the first day of the month
next following the termination of the Executive's service; provided,
however, that if the Accrued Benefit is payable before the Executive's 65th
birthday, the Accrued Benefit (payable at age 65) shall be reduced by 3.0%
for each year benefits commence before the Executive's 65th birthday. The
foregoing 3.0% reduction shall be pro-rated for a partial year.
(d) Within thirty (30) days of the execution of
this Agreement the
Executive shall submit his request, if any, for payment other than in the
Normal Form which request shall be subject to approval by the Board of
Directors of the Bank. In lieu of the Normal Form provided by the foregoing
provisions of this Paragraph 2, with the written consent of the Board of
Directors of the Bank, the Executive may also elect at least twelve (12)
months prior to the date on which payments are to commence an optional form
of payment which is the Actuarial
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Equivalent of the Normal Form to which the Executive is entitled, which
optional form of payment may be any optional form, including a lump sum;
provided, however, that the first payment to be made pursuant to such
election shall not occur until at least five (5) years later than such
payment would otherwise have been made.
(e) No






