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Supplemental Executive Retirement Agreements

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Sectors: Chemicals
Governing Law: Massachusetts, View Massachusetts State Laws
Effective Date: August 25, 1997
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EXHIBIT 10.18


THE SANDWICH CO-OPERATIVE BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT


____________________


1997 Amendment
____________________


WHEREAS, The Sandwich Co-operative Bank (the "Bank") has entered into a Supplemental Executive Retirement Agreement with Frederic D. Legate (the "Agreement"); and


WHEREAS, the Board of Directors of the Bank deems it to be in the best interest of the Bank to amend the Agreement to change the number of years of service required for maximum benefits under the Agreement from 25 years to 20 years.


NOW, THEREFORE, pursuant to Section 14.01 of the Agreement, the Agreement is hereby amended as follows, effective March 24, 1997 (date of Board Vote).


1. Section 2.01(b) of the Agreement shall be amended by replacing the words "twenty-five (25) years (or 300 months)" with "twenty (20) years (or 240 months)" and the words "three hundred (300) months" with "two hundred forty (240) months" wherever they appear.


2. Section 2.03 shall be amended by replacing the words "three hundred (300) months" with the words "two hundred forty (240) months" wherever they appear.


3. Nothing contained herein shall be held to alter, vary or affect any of the terms, provisions, or conditions of the Agreement other than as stated above.


WHEREFORE, on this 25th day of August, 1997, the Bank hereby executes this 1997 Amendment to the Agreement.


THE SANDWICH CO-OPERATIVE BANK


/s/ Leon Davidson By /s/ Gary A. Nickerson - - -------------------------------- --------------------------------- Witness Gary A. Nickerson
Chairman of the Personnel Committee


August 25, 1997 Attest: /s/ Bradford N. Eames (Seal)
------------------------------
Clerk


SANDWICH COOPERATIVE BANK


SUPPLEMENTAL EXECUTIVE RETIREMENT
AGREEMENT


April 24, 1995


85020695


SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT


THIS AGREEMENT, made and entered into this 5th day of May, 1995 by and between Sandwich Cooperative Bank, its subsidiaries and affiliates, (hereinafter called the "Corporation") and Frederic D. Legate (hereinafter called the "Executive").


WITNESSETH:


WHEREAS, the Executive has been in the employ of the Corporation and/or its subsidiaries and is now serving the Corporation as its Chief Executive Officer; and,


WHEREAS, because of the Executive's experience, knowledge of affairs of the Corporation, and reputation and contacts in the industry, the Corporation deems the Executive's continued employment with the Corporation important for its future growth; and, WHEREAS, it is the desire of the Corporation and in its best interest that the Executive's service be retained;


WHEREAS, in order to induce the Executive to continue in the employ of the Corporation and in recognition of his past service, the Board of Directors voted on January 16, 1990 to authorize the Corporation to enter into an agreement dated April 26, 1990 to provide him or his beneficiaries certain benefits; and,


WHEREAS, in order to amend the agreement dated April 26, 1990 and modify specific provisions contained therein, the Board of Directors voted on January 23, 1995 to authorize the Corporation to restate the April 26, 1990 agreement and enter into this Agreement with the terms and conditions hereinafter set forth:


NOW, THEREFORE, in consideration of services performed in the past and to be performed in the future as well as of the mutual promises and covenants herein contained, it is agreed as follows:


1


ARTICLE ONE
-----------


1.01 EMPLOYMENT. The Corporation may employ the Executive in such capacity
---------- as the Corporation may from time to time determine. Notwithstanding anything contained herein, this Agreement is not an agreement of employment and nothing herein shall restrict the Corporation concerning the terms and conditions of the Executive's employment.


The benefits provided by this Agreement are not part of any salary reduction plan or an arrangement deferring a bonus or a salary increase. The Executive has no option to take any current payment or bonus in lieu of these salary continuation benefits.


ARTICLE TWO
-----------


2.01 NORMAL RETIREMENT BENEFITS.
-------------------------- (a) If the Executive shall continue in the employment of the Corporation
until the first of the month coincident with or next following his
sixtieth birthday (hereinafter referred to as the "Normal Retirement
Date"), he shall be entitled to a Normal Retirement Benefit, determined
as of the effective date of his actual retirement and continuing for
twenty (20) years, payable monthly, in the annual amount of sixty percent
(60%) of his Benefit Computation Base (hereinafter defined), reduced by
the sum of (1), (2) and (3) below.


1. Fifty percent (50%) of the Executive's (actual or projected)
annual primary social security retirement benefit projected as of
the Executive's social security normal retirement age based on
his Benefit Computation Base in effect on the date of termination
of the Executive's employment with the Corporation;


2. The annual amount of benefits payable to the Executive (or his
beneficiaries) at the Normal Retirement Date calculated on a
single life annuity basis from any qualified defined benefit
pension plan maintained and funded by the


2


Corporation, as such plan or plans may be amended or modified
from time to time;


3. The annual amount of benefits payable at the Normal Retirement
Date on a single life annuity basis attributable to the portion
of the account balances of the Executive arising from employer
contributions (but excluding the portion of such balances arising
from employee salary reduction and elective contributions) at the
date of determination, from the Corporation's Employee Stock
Ownership Plan ("ESOP"), 401(k) and other defined contribution
retirement plans maintained by the Corporation as of the date of
this agreement, or their successors, as such plan or plans may be
modified from time to time.


(b) If the Executive has (or will have) completed fewer than twenty-five (25)
years (or 300 months) of service with the Corporation as of his Normal
Retirement Date, then the Normal Retirement Benefit shall be the amount
determined by multiplying the amount which would otherwise be the Normal
Retirement Benefit under paragraph (a) above, by a fraction, not to
exceed one (1), the numerator of which is the actual number of months of
the Executive's employment with the Corporation, and the denominator of
which is three hundred (300) months.


2.02 BENEFIT COMPUTATION BASE. The Executive's Benefit Computation Base
------------------------ shall be the average of the Executive's annual base salary (including any salary reduction amounts pursuant to Sections 401(k) or 125 of the Internal Revenue Code of 1986, as amended) paid during the thirty-six (36) consecutive calendar months during the Executive's period of employment by the Corporation in which such compensation is the highest.


2.03 ACCRUED BENEFIT. As used herein for the purposes of Section 3.01, 4.01,
--------------- 5.01, or 5.02, the term "Accrued Benefit" shall mean:


3


1. The benefit amount the Executive would be entitled to under
Section 2. 0 1, commencing at the Executive's Normal Retirement
Date except that in the event of (a) death, (b) disability, (c)
termination of employment, (d) early retirement, or (e) merger,
consolidation or sale (in the event of (d), as modified by
Section 10.1 hereof as the case may be, the benefit to which the
Executive will be entitled shall be determined by multiplying the
Normal Retirement Benefit amount by a fraction, not to exceed one
(1), the numerator of which is the actual number of months of the
Executive's employment with the Corporation, and the denominator
of which is three hundred (300) months.


2. If the Executive terminates employment prior to his Normal
Retirement Date, in calculating his Accrued Benefit, (i) the
offset for primary social security retirement benefit shall be
calculated on the basis of the amount projected to be payable at
the Executive's social security normal retirement age assuming
continued earnings by the Executive at the rate in effect at
termination of employment until the Executive's social security
normal retirement age; (ii) the offset for any qualified defined
benefit plan shall be calculated on the basis of the Executive's
accrued benefit in said plan upon termination of employment
projected to be payable at the Executive's Normal Retirement
Date, and (iii) the offset for any benefits arising from employer
contributions attributable to the account balances of the
Executive arising from the Corporation's ESOP, 401(k) plan or any
other defined contribution retirement plan shall also be
calculated on the basis of the Executive's accrued benefit in
such plan(s) upon termination of employment projected to be
payable at the Executive's Normal Retirement Date.


4


2.04 OPTIONAL FORMS OF PAYMENT. In lieu of the twenty (20) year certain
------------------------- payments provided in Section 2.01 above, or whenever an Accrued Benefit is payable under Section 4.01, 5.01 (5.02 or 10.01) of this Agreement, the Executive may elect in the calendar year prior to the calendar year in which payments are to begin, any optional form of payment which shall be the actuarial equivalent (factors defined in the Corporation's qualified defined benefit pension plan) of the said twenty (20) year certain payments. The optional form of payment may be a lump sum payment and any optional form of annuity payment which is provided to the Executive under the terms of the Corporation's qualified defined benefit pension plan.


2.05 VESTING. Anything to the contrary in this Agreement notwithstanding, the
------- Executive shall be entitled to one hundred percent (100%) of any benefit payable under this Agreement under any one or more of Sections 2.01, 3.01, 4.01, 5.01, 5.02, or 10.01 at the date on which his entitlement to such benefit shall be determined commencing with his original date of hire with the Corporation.


ARTICLE THREE
-------------


3.01 DEATH OF EXECUTIVE.
------------------


(a) If the Executive dies while employed by the Corporation but prior to the
commencement of the payment of benefits under Section 2.01, 4.01, 5.01,
5.02, or 10.01, the Corporation will pay to the Executive's named
beneficiaries, for a period of twenty (20) years certain commencing on
the first day of the month next following the delivery to the Corporation
of a death certificate, a total annual amount equal to the Accrued
Benefit earned by the Executive as of the date of death.


(b) If the Executive dies following the commencement of the payment of
benefits under Section 2.01, 4.01, 5.01, 5.02, or 10.01, such payment of
benefits shall continue to the named beneficiaries of the Executive until
all such benefits have been paid.


5


(c) If the Executive dies following the termination of his employment with
the Corporation and prior to the commencement of the payment of benefits
under Section 2.01, 4.01, 5.01, 5.02, or 10.01, the Corporation shall pay
to the Executive's named beneficiaries an annual benefit which shall be
the Executive's Accrued Benefit as of the date of his termination of his
employment. Such benefits shall be payable monthly, commencing on the
first day of the month next following the Normal Retirement Date, or any
date prior to the Normal Retirement Date approved by the Corporation, and
continuing for twenty (20) years.


3.02 BENEFICIARIES. The Executive may designate, in writing to the
------------- Corporation, one or more beneficiaries. If no beneficiary is so named or if no named beneficiary is living at the time a payment is due, benefit payments shall be made, when due, to the Executive's estate.


ARTICLE FOUR
------------


4.01 DISABILITY PRIOR TO RETIREMENT. In the event the Executive shall become
------------------------------ disabled, mentally or physically, which disability prevents him from performing the material aspects of his duties, the Corporation will pay no disability benefits hereunder. Disability benefits (if any) will be paid to the Executive through such insurance programs as may be sponsored by the Corporation. Upon the later of termination of such other disability benefits (if any), or the Executive's attainment of the Normal Retirement Date, the Executive shall commence receiving payment of his Accrued Benefit determined as of the date of the disability, but with additional service credited as if the Executive were working until the earlier of his Normal Retirement Date or Termination of Service Date or Discharge Date as determined by the Corporation. The Accrued Benefit shall be paid monthly, for twenty (20) years certain commencing on the first day of the month following the later of the termination of such benefits or the Normal Retirement Date, or in the manner provided in Section 2.04.


6


4.02 RE-EMPLOYMENT FOLLOWING DISABILITY. In the event the Executive returns
---------------------------------- to work with the Corporation after terminating employment because of disability, this Agreement shall continue in full force and effect as though such disability had not occurred (including crediting the Executive with all service with Corporation as if he were working).


ARTICLE FIVE
------------


5.01 EARLY RETIREMENT, TERMINATION OF SERVICE OR DISCHARGE. Except to the
----------------------------------------------------- extent otherwise provided in Sections 5.03 and 5.04, in the event that the Executive's employment with the Corporation is terminated, voluntarily or involuntarily, before the Executive attains the Normal Retirement Date, for reasons other than death or disability, the Executive shall be entitled to an annual benefit, which shall be his Accrued Benefit as of the date of his termination of employment. Such benefit shall be payable monthly, commencing on the first day of the month next following the Normal Retirement Date and continuing for twenty (20) years. The Executive may elect to receive such benefit provided in this Section 5.01 prior to the Normal Retirement Date at any date between age 55 and the Normal Retirement Date. Such early commencement will result in an early commencement reduction provided under the terms of the Corporation's Qualified defined benefit pension plan for each month payment commences prior to the Normal Retirement Date.


5.02 OPTIONAL FORMS OF PAYMENT. In lieu of the twenty (20) year certain
------------------------- payments provided in Section 5.01, the benefits payable under such Sections may be payable in the manner provided in Section 2.04.


5.03 EMPLOYMENT BY COMPETITION. Anything to the contrary in this Agreement
------------------------- notwithstanding, in the event that either (a) prior to the Normal Retirement Date, the Executive's employment with the Corporation, shall have terminated for whatever reason or (b) after he shall have begun to receive benefits under this Agreement, the Executive will not


7


forfeit any payments which might otherwise be due and payable hereunder should the Executive become employed by a company in competition with the Corporation


5.04 FORFEITURE. Anything to the contrary in this Agreement notwithstanding,
---------- benefits under this Agreement shall be immediately forfeited and all rights of the Executive and his beneficiaries hereunder shall become null and void, if the Executive's employment with the Corporation is terminated for cause. For this purpose, a termination for "Cause" shall mean conviction by a court of law for fraud, misappropriation or embezzlement.


5.05 AVAILABILITY TO CONSULT. From and after prior commencement of receipt
----------------------- of benefits pursuant to this Agreement; the Executive will keep himself available to consult with, and respond to inquiries from, the Corporation relating to its business affairs, at reasonable time(s) and to reasonable extent.


ARTICLE SIX
-----------


6.01 INTEREST. Any payment that is required to be made hereunder that is
-------- delayed beyond the date specified in this agreement shall bear interest at a variable rate which shall be the rate of interest on one year U.S. Treasury Bills determined at the first auction of each calendar year or part thereof during the period of which interest is to be applied to any obligation hereunder.


ARTICLE SEVEN
-------------


7.01 ALIENABILITY. Neither the Executive, nor any beneficiary under this
------------ Agreement shall have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify, or otherwise encumber in advance any of the benefits payable hereunder, nor shall


8


any of said benefits be subject to seizure for the payment of any debts, judgments, alimony or separate maintenance, owed by the Executive or his beneficiary or any of them, or be transferable by operation of law in the event of bankruptcy, or otherwise.


ARTICLE EIGHT
-------------


8.01 PARTICIPATION IN OTHER PLANS. Nothing contained in this Agreement shall
---------------------------- be construed to alter, abridge, or in any manner affect the rights and privileges of the Executive to participate in and be covered by any pension, profit sharing, group insurance, bonus or any other employee plan or plans which the Corporation may have or hereafter have.


ARTICLE NINE
------------


9.01 FUNDING.
-------


(a) The Corporation reserves the right at its sole and exclusive discretion
to insure or otherwise provide for the obligations of the Corporation
undertaken by this Agreement or to refrain from same, and to determine
the extent, nature and method thereof, including the establishment of one
or more trusts. Should the Corporation elect to insure this Agreement, in
whole or in part, through the medium of insurance or annuities, or both,
the Corporation shall be the owner and beneficiary of the policy or
annuity. At no time shall the Executive be deemed to have any right,
title or interest in or to any specified asset or assets of the
Corporation, or any trust or escrow arrangement, including, but not by
way of restriction, any insurance or annuity contracts or the proceeds
therefrom.


(b) Any such policy, contract or asset shall not in any way be considered to
be security for the performance of the obligations of this Agreement.


9


(c) If the Corporation purchases a life insurance or annuity policy on the
life of the Executive, the Executive agrees to sign any papers that may
be required for that purpose and to undergo any medical examination or
tests (at the Corporation's expense) which may be necessary, and
generally cooperate with the Corporation in securing such policy.


(d) To the extent the Executive acquires a right to receive benefits under
this Agreement, such right shall be equivalent to the right of an
unsecured general creditor of the Corporation.


ARTICLE TEN
-----------


10.01 REORGANIZATION. The Corporation shall not merge or consolidate into or
-------------- with another corporation if such merger or consolidation shall result in the other corporation being the survivor corporation, nor shall it sell substantially all of its assets to another corporation, firm or person, unless and until:


(a) The Executive and such other corporation, firm or person agree that the
Executive shall continue in the employ of the succeeding, continuing or
acquiring corporation, firm or person and such other corporation, firm or
person agrees in writing without further qualification to assume and
discharge the obligations of the Corporation under this Agreement, or,


(b) If the Executive and such corporation, firm or person do not agree that
the Executive shall continue in the employ of such corporation, firm or
person, or such corporation, firm or person does not so agree to assume
and discharge such obligations, the Corporation shall pay to the
Executive, in one lump sum, his Accrued Benefit as of the date of such
merger, consolidation or sale. AR calculations of the Accrued Benefit for
purposes of this Section 10.1(b), shall further be discounted to present
value in accordance with the actuarial tables used in the Corporation's
defined benefit pension plan.


10


Upon the occurrence of any such event and the written unqualified assumption of the obligations of the Corporation by such successor corporation, firm or person, the term "Corporation" as used in this Agreement shall be deemed to refer to such successor or survivor corporation, firm or person,


ARTICLE ELEVEN
--------------


11.01 BENEFITS AND BURDENS. This Agreement shall be binding upon and inure to
-------------------- the benefit of the Executive and his personal representatives, the Corporation, and any successor organization which shall succeed to substantially all of the Corporation's assets and business without regard to the form of such succession.


11.02 CORPORATION. As used in this Agreement, Corporation shall mean the
----------- Sandwich Cooperative Bank, a Massachusetts Corporation, and any affiliated entity, successor organization, parent, subsidiary or holding company.


ARTICLE TWELVE
--------------


12.01 COMMUNICATIONS. Any notice or communication required of either party
-------------- with respect to this Agreement shall be made in writing and may either be delivered personally or sent by First Class mail, as the case may be:


To the Corporation:


c/o Chairman of the Board
Sandwich Cooperative Bank
100 Old King's Highway
P.O. Box 959
Sandwich, MA 02563


11


To the Executive:


Frederic D. Legate
12 Shaker House Road
Marshfield, MA 02563


Each party shall have the right by written notice to change the place to which any notice may be addressed.


ARTICLE THIRTEEN
----------------


13.01 CLAIMS PROCEDURE. In the event that benefits under this Agreement are
---------------- not paid to the Executive (or his beneficiary in the case of the Executive's death), and such person feels entitled to receive them, a claim shall be made in writing to the Corporation within sixty (60) days after written notice from the Corporation to the Executive or his beneficiary or personal representative that payments are not being made or are not to be made under this Agreement. Such claim shall be reviewed by the Corporation. If the claim is approved or denied, in full or in part, the Corporation shall provide a written notice of approval or denial within sixty (60) days from the date of receipt of the claim setting forth the specific reason for denial, specific reference to the provision of this Agreement upon which the denial is based, and any additional material or information necessary to perfect the claim if any. Also, such written notice shall indicate the steps to be taken if a review of the denial is desired. If a claim is denied (a claim shall be deemed denied if the Corporation does not take action within the aforesaid sixty (60) day period) and a review is desired, the Executive (or beneficiary in the case of the Executive's death), shall notify the Corporation in writing within twenty (20) days. In requesting a review, the Executive or his b
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