EXHIBIT: 10.5.1
DIRECTORS’ DEFERRED
COMPENSATION
PLAN OF MASSBANK CORP.
AMENDED AND RESTATED AS OF JANUARY 1,
2005
ARTICLE I. ESTABLISHMENT OF
PLAN
MASSBANK Corp., a Delaware
corporation with a principal place of business in Reading,
Massachusetts (the “Company”), previously established
the Directors’ Deterred Compensation Plan of MASSBANK Corp.
(the “Plan”) effective January 1, 1988 (the
“Effective Date”). The Plan is an unfunded deferred
compensation arrangement for the directors of the Company and
MASSBANK, a Massachusetts savings bank (the “Bank”).
The Plan is hereby amended and restated as of January 1, 2005 in
order to comply with the provisions of Section 409A of the Internal
Revenue Code of 1986, as amended (the
“Code”).
ARTICLE II. ELIGIBILITY;
PARTICIPATION
All directors of the Company and the
Bank on the Effective Date and all persons who become directors of
the Company or the Bank thereafter shall be eligible to participate
in the Plan and shall participate by timely executing and
submitting a deferred compensation election form as described in
Article III.
ARTICLE III DEFERRED COMPENSATION
ELECTIONS
Each eligible director shall be
given the opportunity to defer receipt of all or a portion of
his/her director’s compensation from the Company and the Bank
by executing a deferred compensation election form provided by the
Company. The election form must be executed and returned prior to
the beginning of the first calendar year to which it relates.
Amendments or revocations of the election form shall be effective
only for calendar years beginning after the execution and
submission to the Company of the amendment or revocation, as the
case may be; provided, however, that the form of benefit payment
cannot be amended except as provided in Article V.
ARTICLE IV. PARTICIPANTS’
ACCOUNTS; INVESTMENT MEASUREMENTS
For each director who elects to
participate in the Plan (a “Participant”), the Company
shall establish and maintain a memorandum account (for bookkeeping
purposes only) which shall be used to measure the benefits to be
paid hereunder. The deferred compensation shall be measured as if
it had been invested in shares of common stock (“Common
Stock”) of MASSBANK Corp. Any dividends paid on Common Stock
shall be treated as reinvested in such shares.
The following credits shall be made
to each Participant’s account:
a. All compensation deferred
pursuant to the Plan.
b. The increase in value of shares
of Common Stock and any dividends paid thereon.
The following debits shall be made
to each Participant’s account:
a. The decrease in value of shares
of Common Stock.
b. Any payments made under the Plan
to the Participant or his/her beneficiaries.
ARTICLE V. BENEFIT PAYMENTS OTHER
THAN DEATH BENEFITS
Except as provided in the last
paragraph of this Article, a Participant shall be entitled to elect
to receive benefits under the Plan as soon as practicable after
either (i) the Participant’s attaining age 72, or (ii)
his/her termination as a director of both the Company and the
Bank.
At the election of the Participant,
benefits shall be paid either in one lump sum or in quarterly
installments over a five (5) year period. If a lump sum is elected,
the benefit payable shall be the balance of the Participant’s
account under the Plan on the payment date. If installment payments
are elected, the first installment shall equal 1/20 of the account
balance on the payment date, and each installment thereafter
sh
