TRUSTEE SUPPLEMENTAL RETIREMENT PLAN AGREEMENTEmployee Benefits Plan Agreement |
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HAMPDEN BANCORP, INC. | Donald R. Dupre | Thomas V. Foley | Francis V. Grimaldi | Judith E. Kennedy. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10.9
Exhibit 10.9: Form of Trustee Supplemental Retirement Plan Agreement between
Hampden Bank and Donald R. Dupre, Thomas V. Foley, Francis V. Grimaldi,
Judith E. Kennedy, Stanley Kowalski, Jr., Kathleen O'Brien Moore, Mary Ellen
Scott, James Shriver, Eddie Wright and Stuart F. Young.
TRUSTEE SUPPLEMENTAL
RETIREMENT PLAN AGREEMENT
THIS AGREEMENT is made and entered
into this ____ day of _____________,
2003, 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 ____________________, a member of the Board of Directors
of the
Bank (hereinafter referred to as the "Trustee").
WHEREAS, the Trustee is now serving
on the Board of the Bank (hereinafter
referred to as the "Board") and has for many years faithfully served
the Bank.
It is the consensus of the Board of Directors that the Trustee's services have
been of exceptional merit, in excess of the compensation paid and an invaluable
contribution to the profits and position of the Bank in its field of activity.
The Board further believes that the Trustee's experience, knowledge of
corporate
affairs, reputation and industry contacts are of such value, and the Trustee's
continued services so essential to the Bank's future growth and profits, that
it
would suffer severe financial loss should the Trustee terminate his/her service
on the Board;
ACCORDINGLY, the Board has adopted the
Hampden Savings Bank Trustee
Supplemental Retirement Plan (hereinafter referred to as the "Trustee
Plan") and
it is the desire of the Bank and the Trustee to enter into this Agreement under
which the Bank will agree to make certain payments to the Trustee upon the
Trustee's retirement and to the Trustee's beneficiary(ies) in the event of the
Trustee's death pursuant to the Trustee Plan;
FURTHERMORE, it is the intent of the
parties hereto that this Trustee Plan
be considered an unfunded arrangement maintained primarily to provide
supplemental retirement benefits for the Trustee, and to be considered a
non-qualified benefit plan for purposes of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"). The Trustee 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 the Trustee has performed in
the past and those to be performed in the future, and based upon the mutual
promises and covenants herein contained, the Bank and the Trustee agree as
follows:
I. DEFINITIONS
A.
EFFECTIVE DATE:
The Effective Date of the
Trustee Plan shall be __________________,
2003.
B.
PLAN YEAR:
Any reference to the "Plan
Year" shall mean a calendar year from
January 1st to December 31st.
In the year of implementation, the term
"Plan Year" shall
mean the period from the Effective Date to December
31st of the year of the
Effective Date.
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C.
RETIREMENT DATE:
Retirement Date shall mean
retirement from service with the Bank which
becomes effective on the first
day of the calendar month following the
month in which the Trustee
reaches age seventy (70) or such later date
as the Trustee may actually
retire.
D.
TERMINATION OF SERVICE:
Termination of Service shall
mean the Trustee's voluntary resignation
from service on the Board or failure to
be re-elected to the Board,
prior to the Normal Retirement
Age (Subparagraph I [J]).
E.
PRE-RETIREMENT ACCOUNT:
A Pre-Retirement Account shall
be established as a liability reserve
account on the books of the
Bank for the benefit of the Trustee. Prior
to the Trustee's Termination of
Service, such liability reserve
account shall be increased or
decreased each Plan Year, until the
aforestated event occurs, by
the Index Retirement Benefit
(Subparagraph I [F]).
F.
INDEX RETIREMENT BENEFIT:
The Index Retirement Benefit
for each Trustee in the Trustee Plan for
each Plan Year shall be equal
to the excess (if any) of the Index
(Subparagraph I [G]) for that
Plan Year over the Cost of Funds Expense
(Subparagraph I [H]) for that
Plan Year
G.
INDEX:
The Index for any Plan Year
shall be the aggregate annual after-tax
income from the life insurance
contract(s) described hereinbelow as
defined by FASB Technical
Bulletin 85-4. This Index shall be applied
as if such insurance contracts
were purchased on the Effective Date of
the Trustee Plan.
Insurance Company:
Policy Form:
Policy Name:
Insured's Age and Sex:
Riders:
Ratings:
Option:
Face Amount:
Premiums Paid:
Number of Premium Payments:
Assumed Purchase Date:
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If such contracts of life
insurance are actually purchased by the
Bank, then the actual policies
as of the dates they were actually
purchased shall be used in
calculations under this Trustee Plan. If
such contracts of life
insurance are not purchased or are subsequently
surrendered or lapsed, then the
Bank shall receive annual policy
illustrations that assume the
above-described policies were purchased,
or had not subsequently
surrendered or lapsed. Said illustrations
shall be received from the
respective insurance companies and will
indicate the increase in policy
values for purposes of calculating the
amount of the Index.
In either case, references to
the life insurance contracts are merely
for purposes of calculating a
benefit. The Bank has no obligation to
purchase such life insurance
and, if purchased, the Trustee and the
Trustee's beneficiary(ies)
shall have no ownership interest in such
policy and shall always have no
greater interest in the benefits under
this Trustee Plan than that of
an unsecured creditor of the Bank.
H.
COST OF FUNDS EXPENSE:
The Cost of Funds Expense for
any Plan Year shall be calculated by
taking the sum of the amount of
premiums for the life insurance
policies described in the
definition of "Index" plus the amount of any
after-tax benefits paid to the
Trustee pursuant to the Trustee Plan
(Paragraph II hereinafter) plus
the amount of all previous years'
after-tax Cost of Funds
Expense, and multiplying that sum by the
Average After-Tax Cost of Funds
(Subparagraph I [K]).
I.
MUTUAL TO STOCK CONVERSION OR A CHANGE OF CONTROL:
Mutual to Stock Conversion
shall mean the conversion of the Bank from
a mutual savings bank to an
entity that issues stock and is owned by
its shareholders. Such Mutual
to Stock Conversion shall be deemed to
be a Change of Control for
purposes of this Agreement. For the
purposes of this Trustee Plan,
transfers on account of deaths or
gifts, transfers between family
members or transfers to a qualified
retirement plan maintained by
the Bank shall not be considered in
determining whether there has
been a Change of Control. The formation
of a mutual holding company,
for the purposes of this Agreement, is
not a change of control.
J.
NORMAL RETIREMENT AGE:
Normal Retirement Age shall
mean the date on which the Trustee attains
age seventy (70)
K.
AVERAGE AFTER-TAX COST OF FUNDS:
Average After-Tax Cost of Funds
means, at any particular time, a
ratio, the numerator of which
is the total annualized interest expense
as set forth on Schedule
RI-Income Statement of the Bank's most
recently filed Consolidated
Report of Condition and Income (the "Call
Report") and the
denominator of which is an amount equal to: (i) the
amount of deposits in domestic
offices (sum
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of total of columns A and C
from Schedule RC-E of the Call Report),
plus (ii) the amount of Federal
funds purchased and securities sold
under agreements to repurchase,
as set forth on Schedule RC-Balance
Sheet of the Call Report, times
the inverse of the Bank's combined
marginal income tax rate.
II. INDEX BENEFITS
A.
RETIREMENT BENEFITS:
Subject to Subparagraph II (D)
hereinafter, a Trustee who remains on
the Board until the Normal
Retirement Age (Subparagraph I [J]) shall
be entitled to receive the
balance in the Pre-Retirement Account in
one hundred eighty (180)* equal
monthly installments commencing thirty
(30) days following the
Trustee's retirement. In addition to these
payments and commencing in
conjunction therewith, the Index Retirement
Benefit (Subparagraph I [F])
for each Plan Year subsequent to the
Trustee's retirement, and
including the remaining portion of the Plan
Year in which the Trustee retires,
shall be paid to the Trustee until
the Trustee's death.
Notwithstanding the foregoing, the amount of the
aforestated payments shall not
exceed fifty percent (50%) of the
Trustee's annual fee as of the
date of the Trustee's retirement.
B.
TERMINATION OF SERVICE:
Subject to Subparagraph II (D),
should a Trustee suffer a Termination
of Service the Trustee shall be
entitled to receive fifty percent
(50%), plus ten percent (10%)
times the number of full years of
service on the Board of the
Bank from the Effective Date of this
Agreement (to a maximum of
100%), times the balance in the
Pre-Retirement Account payable
to the Trustee in one hundred eighty
(180)* equal monthly
installments commencing thirty (30) days
following the Trustee's Normal
Retirement Age (Subparagraph I [J]). In
addition to these payments and
commencing in conjunction therewith,
fifty percent (50%) plus ten
(10%) times the number of full years of
service on the Board with the
Bank from the Effective Date of this
Agreement (to a maximum of
100%), times the Index Retirement Benefit
for each Plan Year subsequent
to the year in which the Trustee attains
Normal Retirement Age, and
including the remaining portion of the Plan
Year in which the Trustee
attains Normal Retirement Age, shall be paid
to the Trustee until the
Trustee's death. Notwithstanding the
foregoing, the amount of the
aforestated payments shall not exceed
fifty percent (50%) of the
Trustee's annual fee as of the date of the
Trustee's retirement.
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C.
DEATH:
Should the Trustee die while
there is a balance in the Trustee's
Pre-Retirement Account
(Subparagraph I [E]), said unpaid balance shall
be paid in a lump sum to the
individual or individuals the Trustee may
have designated in writing and
filed with the Bank. In the absence of
any effective beneficiary
designation, the unpaid balance shall be
paid as set forth herein to the
duly qualified executor or
administrator of the Trustee's estate.
Said payment due hereunder
shall be made the first day of
the second month following the decease
of the Trustee.
D.
DISCHARGE FOR CAUSE:
Should the Trustee be
Discharged for Cause at any time, all benefits
under this Trustee Plan shall
be forfeited. The term "for cause" shall
mean any of the following that
result in an adverse effect on the






