Employment Agreement

FHE Draft
May 3, 1998
[Other Officers]


EMPLOYMENT AGREEMENT


AGREEMENT made as of the ___ day of ______, 1998, by and among COMPASS BANK FOR SAVINGS, a Massachusetts chartered savings bank, with its executive offices in New Bedford, Massachusetts (the "Bank"), [SEACOAST FINANCIAL SERVICES CORPORATION], a Massachusetts corporation (the "Holding Company") and the parent company for the Bank (the Bank and the Holding Company shall be hereinafter collectively referred to as the "Employers"), and _______ of ____________, Massachusetts (the "Executive").


WITNESSETH


WHEREAS, the Bank desires to continue to provide for the Executive's employment by the Bank;


NOW THEREFORE, in consideration of the mutual covenants contained herein, the Bank and the Executive agree as follows:


1. Employment. The Executive shall serve the Bank as a Senior Executive Officer. In such positions, the Executive shall have such duties, responsibilities and authorities as may be determined and designated from time to time by the Board of Directors. The Executive shall serve under the direction and supervision of and report to the Chief Executive Officer. The Executive shall not be required to perform any duties and responsibilities which would result in a noncompliance with or violation of any applicable law or regulation. In addition to serving as a Senior Executive Officer of the Bank, you also agree to serve during the Term of Employment as a Senior Executive Officer of the Holding Company if requested to do so. Unless otherwise determined by the Board of Directors of the Holding Company, you shall not be entitled to compensation in addition to the compensation set forth in Section 3 of this Agreement as a result of your serving as an officer of the Holding Company.


2. Effective Date and Term. The commencement date (the "Commencement Date") of this Agreement shall be the date first above written. The initial term of the Executive's employment hereunder shall be for two years from the Commencement Date. The parties intend that, at any point in time during the Executive's employment hereunder, the then- remaining term of his employment under this Agreement shall be two years. Accordingly, the term of employment shall be automatically extended by one day for each day that the Executive remains employed by the Bank, unless the Executive elects not to continue to extend the term of this Agreement by giving written notice in accordance with Section 7.2 of this Agreement, or the Board elects not to continue to extend the term of this Agreement (in which event the provisions of Section 7.1 shall apply). The last day of such term as so extended from time to time, is herein sometimes referred to as the "Expiration Date" and the time period from the Commencement


Date through the Expiration Date shall be the "Term of Employment". At least once in each calendar year the Board will review the Agreement and Executive's performance annually for purposes of determining whether to continue to extend the Agreement and the rationale and results thereof shall be included in the minutes of the Board's meeting. The Board shall give notice to the Executive reasonably promptly after such review if it has determined not to continue to extend this Agreement.


3. Compensation and Benefits. The compensation and benefits payable to the Executive under this Agreement shall be as follows:


3.1 Salary. For all services rendered by the Executive to the Bank and its affiliates, the Executive shall be entitled to receive a base salary at the rate of $__________ per year, subject to increase from time to time in accordance with the usual practices of the Bank with respect to review of compensation of its senior executives. In addition, if the Board increases the Executive's annual base salary at any time before the Expiration Date, such increased annual base salary shall become a floor below which such annual base salary shall not fall at any future time during the Term of Employment without the Executive's written consent, provided, however, that such increased salary may be reduced (but not below the level originally in effect on the Commencement Date) on a basis consistent with and concurrently with across-the-board salary reductions based on the Employers' financial performance similarly affecting all senior management personnel of the Bank and its affiliates. The Executive's salary shall be payable in periodic installments in accordance with the Bank's usual practice for its senior executives.


3.2 Regular Benefits. The Executive shall also be entitled to participate in any and all employee benefit plans, medical insurance plans, disability income plans, retirement plans, bonus incentive plans, and other benefit plans from time to time in effect for senior executives of the Bank. Such participation shall be subject to (i) the terms of the applicable plan documents, (ii) generally applicable policies of the Bank and (iii) the discretion of the Board of Directors of the Bank or any administrative or other committee provided for in or contemplated by such plan.


3.3 Other Benefits.


(a) [To be specified; as presently in effect for particular Officer].


3.4 Business Expenses. The Bank shall reimburse the Executive for all reasonable travel and other business expenses incurred by him in the performance of his duties and responsibilities, subject to such reasonable requirements with respect to substantiation and documentation as may be specified by the Bank.


3.5 Vacation. The Executive shall be entitled to not less than [four (4)] [five (5)] weeks of vacation per year, to be taken at such times and intervals as shall be determined by the Executive with the approval of the Bank, which approval shall not be unreasonably withheld.


3.6 General. Nothing paid to the Executive under any plan, policy or arrangement currently in effect or made available in the future shall be deemed to be in lieu of other


compensation to the Executive as described in this Agreement.


4. Extent of Service. During the Term of Employment, the Executive shall, subject to the direction and supervision of the Board of Directors of the Bank, devote his full time, best efforts and business judgment, skill and knowledge to the advancement of the Employers' interests and to the discharge of his duties and responsibilities hereunder. He shall not engage in any other business activity, except as may be approved by the Board of Directors; provided, however, that nothing herein shall be construed as preventing the Executive from:


(a) investing his assets in such form or manner as shall not require any material services on his part in the operations or affairs of the companies or the other entities in which such investments are made; or


(b) serving on the board of directors of any company not in competition with either Employer, provided that the Executive shall not render any material services with respect to the operations or affairs of any such company; or


(c) engaging in religious, charitable or other community or non-profit activities which do not impair his ability to fulfill his duties and responsibilities under this Agreement.


5. Termination Upon Death. In the event of the Executive's death during the Term of Employment, the Executive's employment shall terminate on the date of his death. The Bank shall pay to the Executive's beneficiary designated in writing to the Bank prior to his death (or to his estate, if he fails to make such designation), (i) any base salary or other compensation earned (together with a pro rata portion of the bonus payable with respect to the year in which death occurred) but not paid to Executive prior to the date of death, plus (ii) the base salary that Executive would have earned for a period of six months following his death, plus (iii) any death benefits that Executive is entitled to under the Bank's policies in effect on Executive's date of death. The foregoing bonus payments shall be payable at the time of payment of similar bonus payments made to other executives of the Bank and shall be computed on the assumption that all the Executive's individual goals (if any) under any applicable bonus plans were achieved. In addition, the Bank shall continue in effect the medical benefits of the Executive and Executive's dependents, or any of the same, at the level in effect on, and at the same out-of-pocket cost to the Executive as of, the date of death for a six month period commencing on the date of death (or, if such continuation is not permitted by applicable law or if the Board so determines in its sole discretion, the Bank shall provide the economic equivalent in lieu thereof).


6. Termination by the Bank for Cause.


6.1 Termination by Bank. The Executive's employment hereunder may be terminated by the Bank without further liability on the part of the Bank, effective immediately, by a two-thirds vote of all of the members of the Board of Directors of the Bank for Cause (as such term is defined in Section 6.2) by written notice to the Exe ...