Exhibit 10.14
THE PEOPLE’S UNITED
BANK
ENHANCED SENIOR PENSION
PLAN
FIRST AMENDMENT AND
RESTATEMENT
People’s United Bank, a
federally chartered savings bank (the “Bank”), hereby
amends and restates the People’s United Bank Enhanced Senior
Pension Plan (the “Plan”) as of January 1, 2008
except as otherwise provided herein.
ARTICLE I
BACKGROUND
The Plan was established by the Bank
(then called People’s Bank) as of January 1, 1997. As of
that date the Bank maintained a defined benefit retirement plan now
known as The People’s United Bank Employees’ Retirement
Plan (the “ERP”) which covered all employees of the
Bank meeting certain eligibility requirements. In addition, the
Bank maintained a non-qualified defined benefit retirement plan now
known as the First Amended and Restated People’s United Bank
Cap Excess Plan (the “Cap Excess Plan”) which provided
supplemental benefits to a select group of employees.
The purpose of the Plan is to
provide enhanced retirement and death benefits to a select group of
management and highly paid employees of the Bank who have attained
age fifty (50) or older and former employees entitled to
benefits under a predecessor Plan (the “SRP”). Benefits
provided under this Plan are in addition to those available to Plan
participants under the ERP and/or the Cap Excess Plan.
Individuals initially employed by
the Bank on or after August 14, 2006 are not eligible to
participate in the ERP. Consequently, such individuals are likewise
not eligible to participate in the Plan. Individuals employed by
the Bank prior to that date but who had not attained the Minimum
Salary Grade (as defined herein) prior to March 1, 2008 are
not eligible to participate in the Plan.
ARTICLE II
DEFINITIONS
Unless specifically provided
otherwise, the terms used in this document shall have the same
meaning as defined in the ERP. Further, the following terms shall
have the following meanings for purposes of this
document.
2.1. “Actuary” shall
mean the actuary or actuarial firm retained by the Bank to perform
actuarial valuations under this Plan or such other actuary who may
pursuant to any provisions of the Trust Agreement be selected by
the Trustee or the Advisory Committee.
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2.2. “Advisory
Committee” shall mean the Advisory Committee provided for by
the provisions of Article XIII hereof.
2.3. “Beneficiary” shall
mean any person entitled to receive benefits under this Plan as a
result of a Participant’s death.
2.4. “Board” shall mean
the Board of Directors of the Bank or any similar body carrying out
the functions such body carried out as of January 1,
2008.
2.5. “Cap Excess Plan”
shall mean the People’s United Bank Cap Excess Plan adopted
by People’s Bank as of January 1, 1997, as it has been
amended from time to time through January 1, 2008 and as it
may be further amended on or after January 1, 2008.
2.6. “CEO” shall mean
the Chief Executive Officer of the Bank or such officer or other
person as may as of the time of reference have substantially the
responsibilities and duties of the Chief Executive Officer of the
Bank as of January 1, 2008.
2.6A “Change in Control
Agreement” shall mean any agreement the consummation of which
would result in the occurrence of a Change in Control.
2.7. “Change in Control”
shall mean the occurrence of any of the following:
(a) The Board of Directors of the
Bank or its Parent shall approve (i) a merger or consolidation
(or series of mergers and consolidations) of the Bank or the Parent
with any other corporation other than (A) a merger or
consolidation (or series of mergers and consolidations) which would
result in the voting stock (as described in paragraph (b) of
this section) of the Bank or its Parent outstanding immediately
prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting stock of the
surviving entity) more than eighty percent (80%) of the
combined voting power of the voting stock of the Bank or its Parent
(or such surviving entity) outstanding immediately after such
merger or consolidation or (B) a merger or consolidation
effected to implement a recapitalization of the Bank or its Parent
(or similar transaction) in which no “person” (as
defined in paragraph (b) of this section) acquires more than
twenty percent (20%) of the combined voting power of the then
outstanding securities of the Bank or its Parent, or (ii) any
sale, lease, exchange, or other transfer (in one transaction or a
series of related transactions) of all, or substantially all, of
the assets of the Bank or its Parent, or (iii) the adoption of
any plan or proposal for the liquidation or dissolution of the
Bank;
(b) Any person (as such term is
defined in Section 3(a)(9) and Section 13(d)(3) of the
Exchange Act, corporation, or other entity (other than the Bank,
its Parent, or any benefit plan, including, but not limited to, any
employee stock ownership plan, sponsored by the Bank, its Parent,
or any subsidiary) shall become the “beneficial owner”
(as such term is defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities representing twenty percent
(20%) or more of the combined voting power of the then
outstanding securities of Bank or its Parent ordinarily (and apart
from rights accruing under special circumstances) having the right
to vote in the election of directors (calculated as provided in
paragraph (d) of such Rule 13d-3 in the case of rights to
acquire such securities); or
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(c) During any period of two
consecutive calendar years, individuals who at the beginning of
such period constitute the entire board of directors of the Bank or
its Parent, and any new director (excluding a director designated
by a person who has entered into an agreement with the Bank or its
Parent to effect a transaction described in paragraph (a) or
(b) of this section) whose election by the board or nomination
for election by the shareholders of the Bank or its Parent was
approved by a vote of at least two-thirds of the directors then
still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously
so approved, shall cease for any reason to constitute a majority
thereof.
2.8. “Committee” shall
mean the Human Resources Committee of the Board, or such other
committee of the Board as may as of the time of reference have
substantially the responsibilities and duties of the Human
Resources Committee as of January 1, 2008.
2.9. “Code” shall mean
the Internal Revenue Code of 1986 as it has been, or hereafter from
time to time may be amended, and all reference to it or any
provision thereof shall include any law which in the future may
supersede it or such provision.
2.10. “Credited Service”
shall mean Credited Service as computed in accordance with the
provisions of Article XIV.
2.11. “Effective Date”
shall mean January 1, 1997
2.12. [intentionally
omitted]
2.13. “ERP” shall mean
the People’s United Bank Employees’ Retirement Plan as
it has been or hereafter from time to time may be
amended.
2.14. A Participant’s
“ERP Benefit” shall mean such Participant’s
vested Accrued Annual Benefit in the Single Life Form calculated
pursuant to Article V of the ERP, including the value of the
Participant’s benefit assigned under a qualified domestic
relations order described in Code Section 414(p), if
applicable, provided, however, that there shall be excluded the
amount of the pension supplement provided by provisions of
Section 5.8 of the ERP.
2.14A. “Exchange Act”
shall mean the Securities Exchange Act of 1934.
2.15. “Full Funding
Amount” shall mean an amount which the Actuary calculates
based on the best information available (including, when necessary,
estimates and forecasts) to him to be equal to the present value of
the total amount of all vested and unpaid benefits of all
Participants (and their Beneficiaries) and all Beneficiaries of
deceased Participants under this Plan and all vested and unpaid
benefits under the Cap Excess Plan as of the valuation requirement
date except those which, pursuant to the provisions of
Section 5.2, are not payable from the Trust. For purposes of
this Section 2.15, the “valuation requirement
date” refers to the date of an actual Change in Control or
the date which is
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reasonably selected during a
Potential Change in Control Period by the Bank or the Trustee under
the terms of the Trust as a likely date for an actual Change in
Control to occur or, if such calculation is not on or after a
Change in Control or during a Potential Change in Control Period,
any date which is reasonable and convenient. In computing such
vested benefits and such present value during a Potential Change in
Control Period or after a Change in Control, there shall be
included any Plan Benefits which would become vested by reason of
any Change in Control or entry by Parent or Bank into a Change in
Control Agreement. Calculations and recalculations of the Full
Funding Amount (as described in Article VII of this Plan) shall
assume that each Participant terminated employment as of the
valuation requirement date of such calculation or recalculation.
Present values and liabilities under the Plan shall be determined
in a manner consistent with the assumptions applied in annual
valuations of the ERP for purposes of funding requirements under
the Act or if the ERP is no longer being so valued annually (by
reason of its termination or otherwise), such assumptions which the
CEO determines on the basis of advice from the Actuary would be so
applied if the ERP were to be so valued. In computing the Full
Funding Amount, there shall be added an amount equal to an amount
calculated by the Trustee to be likely to be sufficient to provide
for all expenses in administering and terminating the Trust and
distributing benefits including any reasonable expenses of the
Advisory Committee (if then existing), and any expenses of
litigation or other assertion of claims which the Trustee deems to
have a higher degree of probability than extremely remote,
including (but not limited to) any such litigation or other
assertion of claims which the Trustee may institute or assert
against the Bank.
2.16. The Bank shall be considered
“Insolvent” for purposes of this Plan if (i) the
Bank is unable to pay its debts as they become due, or
(ii) the Bank is subject to a pending proceeding as a debtor
under the United States Bankruptcy Code, or (iii) the Bank is
determined to be insolvent by the Office of Thrift Supervision,
Federal Deposit Insurance Corporation, the Federal Reserve Bank, or
any other federal or state authority having the power to act as or
appoint a receiver or similar officer in the event it finds the
Bank is insolvent.
2.17. “Interim Funding
Amount” shall mean an amount which the Actuary calculates
based on the best information available (including, when necessary,
estimates and forecasts) to him to be equal to the present value of
the total amount of any vested and unpaid benefits of (i) all
Participants who are as of the Interim Valuation Requirement Date
requiring such calculation either (A) no longer employees of
the Bank or (B) attained age sixty-three (63) and three
hundred twenty-five (325) days and Beneficiaries of such
Participants and (ii) all Beneficiaries of deceased
Participants. The benefits of any Participant (and his Beneficiary)
described in clause (i)(B) of the last preceding sentence shall be
determined on the basis of the Actuary’s best estimate of
such Participant’s benefit at the later of (1) age
sixty-five (65) or earlier date of termination of employment
with the Bank indicated by such Participant or (2) such
Interim Valuation Requirement Date. Present values and liabilities
under the Plan shall be determined in a manner consistent with the
assumptions applied in annual valuations of the ERP for purposes of
the funding requirements under the Act, or if the ERP is no longer
being so valued annually (by reason of its termination or
otherwise), such assumptions which the CEO determines on the
basis
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of advice from the Actuary would be
so applied if the ERP were to be so valued. Also, in computing the
Interim Funding Amount, there shall be added an amount equal to an
amount estimated by Trustee to be likely to be sufficient to
provide for all expenses in administering the Trust and
distributing benefits for the sixty months following the relevant
Interim Valuation Requirement Date, including reasonable expenses
of the Advisory Committee (if then in existence) and of any
litigation or other assertion of claims which the Trustee deems to
have a higher degree of probability than remote, including (but not
limited to) any such litigation or other assertion of claims which
the Trustee may institute or assert against the Bank. For purposes
of this Section 2.17 and of Section 2,15, the present
values of the benefits of all Participants and Beneficiaries shall
equal the sum of the present values of the benefits of each
Participant (and his Beneficiary) and each Beneficiary of a
deceased Participant.
2.18. “Interim Valuation
Requirement Date” means the last date of each fiscal year of
the Bank.
2.18A. “Minimum Salary
Grade” means the salary grade identified as such on Appendix
A hereto (as the same may be updated from time to time with the
approval of the CEO or his designee), in each case as in effect
during the “Effective Period” designated in such
Appendix A.
2.19. “Other Pension
Benefits” shall mean any benefits the Participant is entitled
to receive or has received from any defined benefit plan as defined
in Code Section 414(j) which met the qualification
requirements of 401(a) of the Code, and is maintained by any former
employer of the Participant, other than the predecessor to
People’s Bank which maintained the ERP. Such benefits shall
exclude benefits payable pursuant to any plan which the Committee
or its delegee finds has been funded primarily by contributions of
the Participant, provided that such benefits did not accrue under a
plan maintained by the Bank or any corporate predecessor of the
Bank. Any such benefit shall be converted to a monthly benefit
payable in the form of a single life annuity payable at age
sixty-five (65) (unless such benefit is actually paid in such
form) using the actuarial factors of the former employer’s
plan or, if unavailable, the actuarial factors of the ERP and if
applicable, shall include the value of the Participant’s
benefit assigned under any qualified domestic relations order
described in Code Section 414(p).
2.20. “Parent” shall
mean People’s United Financial, Inc., a Delaware corporation,
or its corporate successor or assigns; and the determination of
whether any corporation or other entity is a successor or assign of
said People’s United Financial, Inc., for purposes of this
Agreement shall be made by the CEO or, in the event there is no
then acting CEO, by the Board of Directors of the Bank.
2.21. “Participant”
shall mean an Employee or former Employee who meets the eligibility
requirements of Article III.
2.22. The “Plan” shall
mean this People’s United Bank Enhanced Senior Pension Plan
as amended through the date hereof and as it may be amended from
time to time hereafter.
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2.22A “Plan Benefit”
shall have the meaning set forth in Article V hereof.
2.22B. “Plan Death
Benefit” shall have the meaning set forth in Section 6.1
hereof.
2.22C. “Plan Voter”
shall have the meaning set forth in Section 13.1
hereof.
2.23. “Potential Change in
Control” shall be deemed to have occurred under this Plan if
(1) the Bank or Parent enters into any agreement the
consummation of which would result in the occurrence of a Change in
Control, or (2) the CEO declared in writing that, or the Board
of Directors of the Bank or Parent adopts a resolution to the
effect that, a Potential Change in Control has occurred.
2.24. “Potential Change in
Control Period” shall mean the period commencing on the date
that a Potential Change in Control occurs and ending upon the
earlier to occur of the following: (i) the date of a Change in
Control, or (ii) the date it is determined under the
provisions of the Trust Agreement the Potential Change in Control
Period has ended without the occurrence of a Change in
Control.
2.24A. “SRP” shall mean
the People’s Bank Supplemental Retirement Plan which was the
predecessor to this Plan and to the Cap Excess Plan.
2.25. A Participant’s
“Target Amount” shall mean one-twelfth of the excess if
any, of (a) fifty percent (50%) of such
Participant’s Final Average Salary computed as hereinafter
provided over (b) the monthly amount of the
Participant’s Other Pension Benefits. If such Participant has
completed less than 15 Years of Credited Service the Target Amount
shall be reduced at the rate of 1/15 for each Year of Credited
Service less than 15 years, giving credit for each day which
elapses during the period from the commencement of such
Participant’s Credited Service to the date of reference. A
Participant’s Final Average Salary shall be computed by
disregarding any dollar limitation thereon as required by
Section 401(a)(17) of the Code.
2.26. “Trust” shall mean
the Trust established and maintained pursuant to the terms of
Section 7.1 hereof.
2.27. “Trustee” shall
mean the entity then acting as Trustee under the Trust
Agreement.
2.28. “Trust Agreement”
shall mean the trust agreement described in Section 7.1
hereof.
2.29. “Vote” whether or
not capitalized shall mean and include a vote in person or by proxy
or execution of a written consent or other document signed by a
Participant or Beneficiary authorizing or approving any action
(including one or more amendments of this Plan.
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ARTICLE III
ELIGIBILITY
3.1. Initial Participants .
Each Employee or former Employee who was a participant in the SRP
on the day before the Effective Date became a Participant hereunder
as of such date, provided he continued to be employed by the Bank
on such date.
3.2. Subsequent Participants
. Subject to the provisions of Section 3.4 hereof, each other
Employee who is such on or after the Effective Date shall become a
Participant as of the date he meets both the following
requirements:
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(a)
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has a salary
grade equal to or higher than the Minimum Salary Grade;
and
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(b)
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has attained
age 50 or older.
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3.3. Termination of
Participation . Any Employee who becomes a Participant
hereunder shall remain such until his Credited Service is
terminated and he is no longer entitled to a benefit
hereunder.
3.4. Eligibility Freeze .
(a) In no event shall any Employee not a Participant prior to,
and not employed by the Bank on, August 14, 2006 become a
Participant except as provided in the next sentence. In the event
any person who was an Employee prior to August 14, 2006 again
becomes an Employee and becomes a Participant in, and accrues
Credited Service under, the ERP after August 14, 2006, such
person shall become for the first time or again a Participant in
this Plan upon attaining at least the Minimum Salary Grade
(subject, however, to subsection (b) below), provided he is
deemed to be in Credited Service in accordance with the provisions
of Section 14.1 and provided his Plan Benefit accrued prior to
his rehire has not been distributed.
(b) In no event shall any Employee
who had not attained the Minimum Salary Grade prior to
March 1, 2008 become a Participant regardless of such
Employee’s date of employment by the Bank.
ARTICLE IV
VESTING
4.1. Cliff Vesting . A
Participant shall become fully vested while in Credited Service in
his Plan Benefit, as such term is defined in Article V, upon the
earlier of (A) or (B), where (A) is the later of
(i) the attainment of age fifty-five (55) or
(ii) his completion of 5 Years of Vesting Service, and
(B) is his attainment of his Normal Retirement Date. Except as
otherwise provided by the provisions of Article VII relating to
vesting in the event of a Change in Control or entry by the Bank or
Parent into a Change in Control Agreement, in the event a
Participant’s Credited Service is terminated prior to his
being so vested, his benefits under this Plan shall be forfeited
(except in the case of his death to the extent provided pursuant to
the provisions of Article VI); provided that, in the event of his
rehire and his subsequently becoming vested, his Plan Benefit shall
be reinstated and he shall become vested therein.
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ARTICLE V
PLAN BENEFIT
5.1. Plan Benefit . A
Participant who is vested under Article IV or Article VII on or
after the Effective Date and who is an Employee as of that date
shall be entitled to receive under the Plan a supplemental benefit
(the “Plan Benefit”). Subject to the provisions of the
remaining sections of this Article V, the Plan Benefit shall be
based on a monthly amount payable in the Single Life Form equal to
the excess of (i) over (ii) where:
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(i)
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is equal to
such Participant’s Target Amount, and
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(ii)
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is equal to the
sum of A. plus B. below, where
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(A) is equal to the monthly amount
of such Participant’s ERP Benefit; and
(B) is equal to the monthly amount
of such Participant’s Cap Excess Plan Benefit which for
purposes of this Section 5.1 shall have the same meaning as
“Plan Benefit” as defined in the Cap Excess
Plan.
5.2. No Change in Payment of Plan
Benefits in Pay Status prior to December 1, 2008
.
Any Benefits under the SRP in pay
status prior to January 1, 1995 shall be unaffected by this
Article V and shall continue to be payable in accordance with the
provisions of the SRP as applicable to such benefits prior to
January 1, 1995 and not payable from the Trust; provided,
however, that the CEO may (but shall not be required to) either or
both (i) cause such benefits to be payable from the assets of
the Trust or (ii) direct that the present value of the balance
of such Participant’s unpaid benefits be calculated and that
such amount be paid to such Participant in a lump sum instead of in
accordance with such prior provisions. Such lump sum present value
shall be determined on the basis of the 1983 GAM Mortality Tables
and an annual interest rate of one percent (1%) plus the
average of the yields reported by the Federal Reserve Board in the
Wall Street Journal during the second month preceding such
date of payment on 10 year U.S. Treasury notes, adjusted for
constant maturity, provided no such payment shall be in excess of
the accrued liability of the Bank with respect to such benefits,
computed in accordance with generally accepted accounting
principles.
5.3. Distribution of Benefits to
Participants Commencing ERP Benefits Prior to January 1,
2009 .
(a) If distribution of a
Participant’s Plan Benefit is the result of termination of
Credited Service (other than as a result of his death) prior to
December 1, 2008, and if the Participant begins receiving
benefits under the ERP prior to January 1, 2009, then such
Plan Benefit shall be payable in the same form as benefits are
payable to such Participant under the ERP, and Plan Benefit
payments shall commence at the same time at which payment of such
Participant’s ERP benefits begins.
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(b) In the event payment of a
Participant’s Plan Benefit is payable otherwise than in the
Single Life Form commencing on his Normal Retirement Date, the
amount of his benefit payments shall be actuarially adjusted by the
same percentage reductions as are applied pursuant to the
provisions of the ERP.
(c) In the event the
Participant terminates his Credited Service prior to
December 1, 2008 with a vested benefit hereunder and with
vested benefits under the ERP prior to the time benefit payments
may commence under the ERP, payment of his Plan Benefits shall
commence on the first day of the month following the later of such
Participant’s fifty-fifth (55 th ) birthday or termination
of Credited Service or if such termination is after October 3,
2004 the first payroll payment date of the seventh month following
termination of such Participant’s Credited Service. Such
benefits shall be payable on the basis of the form of benefit
payment in which he represents he presently intends having his ERP
benefit paid (and the Beneficiary he intends selecting). The amount
of Plan Benefits shall be actuarially reduced in accordance with
the provisions of the ERP which would be applicable to ERP benefit
payments if payment of ERP benefits were allowed to and did
commence pursuant to the provisions of the ERP. Upon commencement
of payment of his ERP benefits, the amount computed under
Section 5.1 (ii)(A) hereof shall be the amount such payments
would be if such intended form and Beneficiary were the actual form
and Beneficiary under in which and to whom his ERP benefits are
payable regardless of the form in which and to whom his ERP
benefits are actually payable regardless of whether such
Beneficiary is then living.
5.4 Distribution of Benefits to
Participants Terminating On or After December 1,
2008 . Distribution of
all other Plan Benefits (other than those payable after a
Participant’s death) shall be made in a lump sum on the first
payroll payment date following the latest of
