Exhibit 10.4
EXECUTIVE SUPPLEMENTAL COMPENSATION
AGREEMENT
JOHN J. PATTERSON
AGREEMENT made as of the third day of January
1996, by and between UNITED CO-OPERATIVE BANK, a banking
corporation chartered under the Laws of the Commonwealth of
Massachusetts and having a principal place of business in West
Springfield, Massachusetts (hereinafter called the
“Corporation”) and JOHN J. PATTERSON of 48 Wrenwood
Lane, Agawam, Massachusetts (hereinafter called the
“Employee”).
WHEREAS, the Employee is a valued
employee of the Corporation; and
WHEREAS, it is anticipated that the
Employee will continue to render valuable services to the
Corporation in the future;
NOW, THEREFORE, in consideration of
the mutual covenants contained herein, it is agreed between the
parties hereto as follows:
1. Employment . The Employee
agrees to use his best efforts on behalf of the Corporation and to
perform all the work required by the Corporation promptly and to
the best of his ability while he is in the employ of the
Corporation. The Employee agrees that during the period of his
employment, he will not have any other business affiliations
without the specific approval of the Board of Directors of the
Corporation.
2. Compensation After
Retirement .
A. The Corporation agrees that, if
the Employee is employed by the Corporation upon the date the
Employee becomes age sixty-five (65), the Employee may retire from
the employment as of the first day of the next month following his
sixty-fifth birthday and receive a benefit set forth in Section
2(B).
B. Commencing upon such date of the
Employee’s retirement, the Corporation will pay the Employee
supplemental compensation for his services rendered prior to his
retirement. The annual amount of this supplemental compensation
shall be sixty percent (60%) of his highest three (3) years average
base salary reduced by (i) his annual benefit on a single life
income basis from the Corporation’s defined benefit plan,
(ii) his annual benefit on a single life income basis as calculated
by the plan actuary from the Corporation’s contribution and
earnings thereon from the Corporation’s 401(k) plan, (iii)
the annual benefit on a single life income basis resulting from
participation in a qualified plan with any prior employer (total
employer contributions as of the date of termination of his
employment with prior employer(s) plus all earnings thereon) and
(iv) one half of his primary Social Security benefit. The parties
agree that the annual benefit under (iii) above shall be
determined for the Employee’s
year of retirement as shown on Exhibit B attached hereto and made a
part hereof.
The benefit payable hereunder shall
be paid on a monthly basis for a period of one hundred eighty (180)
months from the date of retirement or for the life of the Employee,
whichever is longer. In the event the Employee dies after
retirement hereunder and prior to receiving all of the payments due
him under Section 2 or 3, the remaining payments shall be made as
they become due to the Employee’s beneficiary designated on
Exhibit A attached hereto and made a part hereof. In the absence or
default of a designated or contingent beneficiary, such payments
shall be made to the Employee’s estate.
3. Compensation Upon Early
Retirement .
The Corporation agrees that, if the
Employee is employed by the Corporation upon the date the Employee
becomes age sixty-two (62), he may retire from the employment at
any time after the first day of the next month following his
sixty-second (62) birthday up to the date of his sixty-fifth (65)
birthday and receive a benefit hereunder. However, such early
retirement will result in a reduction of the benefit provided in
Section 2(B) hereof. The early retirement benefit shall be
determined by multiplying the benefit determined in Section 2(B) as
though Employee has attained age 65 and multiplied by the
appropriate percentage in the following table (or a pro rata
portion thereof if a part of a year is involved):
|
|
|
|
|
|
|
|
|
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Attained
Age
|
|
Percentage of Age 65
Benefit Payable
|
|
|
A
|
|
62
|
|
79
|
%
|
|
B
|
|
63
|
|
86
|
%
|
|
C
|
|
64
|
|
93
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%
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|
D
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65 or later
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|
100
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%
|
Said early retirement supplemental compensation
shall be payable monthly in accordance with the above schedule and
for the period of time established in Section 2 (B) hereof
commencing at the date of his early retirement.
4. Pre-Retirement Death
Benefit . If the Employee dies (other than by suicide within
two (2) years from the date of this Agreement) while employed by
the Corporation, his beneficiary designated in writing and filed
with the Insurer shall be entitled to receive in a lump sum that
portion of the proceeds of Policy No. 1-544-231 issued by Security
Life Insurance Company of Denver dated January 3, 1996 that exceeds
the greater of (i) the cumulative premiums paid towards the Policy
less the economic benefits charged to Employee as compensation paid
by Corporation or (ii) the Policy’s cash surrender
value.
2
5. Di