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Trustee Supplemental Retirement Plan Agreement

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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.


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


3


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
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