Exhibit 10.6
CAMBRIDGEPORT BANK
1999 NONQUALIFIED PENSION PLAN
FOR
EXECUTIVE OFFICERS
W I T N E S S E T H
-------------------
Cambridgeport Bank (hereinafter referred to as the "Company") hereby adopts
this 1999 Nonqualified Pension Plan for Executive Officers (hereinafter referred
to as the "Plan") to provide the benefits described herein for its executive
officers, effective as of May 4, 1999.
DEFINITIONS
Actuarial Equivalent shall mean a benefit of equivalent current value to the
benefit which could otherwise have been provided to the Member, computed on the
basis of the discount rates, mortality tables and other assumptions then being
used by the Savings Banks Employees Retirement Association ("SBERA") in
deter-mining the actuarial equivalent of payments being made by SBERA to its
Retirement Plan beneficiaries. Notwithstanding the foregoing, whenever the
present value of a benefit 'Is to be determined, such value shall be computed
based on a discount rate of five percent.
1. The definition of "Change in Control" shall be amended to read in its
entirety as follows:
Change in Control.
1. Prior to a Conversion Transaction (as defined in paragraph 1(i) below), a
"Change in Control" will be deemed to have been effected upon the
occurrence of any of the following:
(a) Cambridgeport Mutual Holding Company (the "Holding Company") shall
cease to own 100% of the voting securities of the Company;
(b) the present procedure pursuant to which the Board of Trustees of the
Holding Company are elected by a self-perpetuating Board of Corporators is
revised by state or federal statute or regulation;
(c) the present procedure pursuant to which new members are added to the
Board of Corporators (by election of the Board of Corporators) is revised
by state or federal statute or regulation;
(d) the Holding Company effectuates a merger or consolidation with any
other corporation and within three years after the effective date of such
merger or consolidation, the individuals who were members of the Board of
Corporators or the Board of Trustees of the Holding Company immediately
prior to such merger or consolidation shall cease to constitute two thirds
of the Board of Corporators or the Board of Trustees, respectively,
(e) the Company effectuates a merger or consolidation with any other bank
or corporation and within three years after the effective date of such
merger or consolidation, the individuals who were members of the Board of
Directors of the Company immediately prior to such merger or consolidation
shall cease to constitute two thirds of such Board;
(f) the Holding Company or the Company agrees to do any of the foregoing;
(g) the Holding Company or the Company agrees to a plan of liquidation of
the Holding Company or the Company or an agreement for the sale or
disposition by the Holding Company or the Company of all or substantially
all of the Holding Company's or the Company's assets; or
(h) any event takes place which constitutes a change in control pursuant to
a change in control agreement between the Company and the Member.
(i) Notwithstanding the foregoing, a Change in Control shall not be deemed
to occur in the event of any transaction or reorganization (a "Conversion
Transaction") that results in the public offering of the Company's voting
securities or the public offering of the voting securities of a company
that owns 100% of the Company's voting securities (a "Stock Holding
Company").
2. Following a Conversion Transaction a "Change in Control" will be deemed to
have been effected upon the occurrence of any of the following:
(a) the consummation of a reorganization, merger or consolidation of the
Company with one or more other persons, other than a transaction following
which:
(1) at least 51% of the equity ownership interests of
the entity resulting from such transaction are beneficially
owned (within the meaning of Rule 13d-3 promulgated under
the Securities Exchange Act of 1934, as amended ("Exchange
Act")) in substantially the same relative proportions by
persons who, immediately prior to such transaction,
beneficially owned (within the meaning of Rule 13d-3
promulgated under the Exchange Act) at least 51% of the
outstanding equity ownership interests in the Company; and
(2) at least 51% of the securities entitled to vote
generally in the election of directors of the entity
resulting from such transaction are beneficially owned
(within the meaning of Rule 13d-3 promulgated under the
Exchange Act) in substantially the same relative proportions
by persons who, immediately prior to such transaction,
beneficially owned (within the meaning of Rule 13d-3
promulgated under the Exchange Act) at least 51% of the
securities entitled to vote generally in the election of
directors of the Company;
(b) the acquisition of all or substantially all of the assets of the
Company or beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 25% or more of the outstanding
securities of the Company entitled
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to vote generally in the election of directors by any person or
by any persons acting in concert;
(c) a complete liquidation or dissolution of the Company;
(d) the occurrence of any event if, immediately following such
event, at least 50% of the members of the Board of Directors of
the Company do not belong to any of the following groups:
(1) individuals who were members of the Board of
Directors of the Company on the closing date of Conversion
Transaction; or
(2) individuals who first became members of the Board
of Directors of the Company after the closing date of a
Conversion Transaction either:
(A) upon election to serve as a member of the
Board of Directors of the Company by affirmative vote
of three-quarters of the members of such board, or of a
nominating committee thereof, in office at the time of
such first election; or
(B) upon election by the shareholders of the Board
of Directors of the Company to serve as a member of
such board, but only if nominated for election by
affirmative vote of three-quarters of the members of
the Board of Directors of the Company, or of a
nominating committee thereof, in office at the time of
such first nomination;
provided, however, that such individual's election or
nomination did not result from an actual or threatened
election contest (within the meaning of Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents
(within the meaning of Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) other than by or on
behalf of the Board of Directors of the Company; or
(e) any event which would be described in paragraph 2(a), (b), (c) or (d);
if the term "Stock Holding Company" (as defined in paragraph 1(i) above)
were substituted for the term "Company" therein.
In no event, however, shall a Change in Control be deemed to have occurred as a
result of any acquisition of securities or assets of the Company, the Stock
Holding Company, or a subsidiary of either of them, by the Company, the Stock
Holding Company, or any subsidiary of either of them, or by any employee benefit
plan maintained by any of them. For purposes of this section 15(a), the term
"person" shall have the meaning assigned to it under sections 13(d)(3) or
14(d)(2) of the Exchange Act.
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Cost of Funds Expense. The Cost of Funds Expense for any Plan Year shall be
calculated by taking the sum of the amount of all premiums previously paid by
the Company for the Insurance Policy maintained on the life of the Member plus
the amount of all previous years' after-tax Cost of Funds Expenses, and
multiplying that sum by the Company's average cost of funds based on the
Company's third quarter Call Report for the Plan Year as filed with the FDIC,
computed on an after-tax basis,
Insurance Policy shall mean one or more life insurance policies on the life of
the Member purchased to maintain funding under the Plan, as more fully described
in Article 11 of the Plan,
Life Insurance Net Proceeds means the amount, if any, of any death benefit
actually received by the Company or the Trustee pursuant to the Insurance Policy
as a result of the death of the Member less the Company's cumulative out of
pocket costs in obtaining and maintaining such insurance, computed by adding
together (1) the premiums paid for such Insurance Policy (computed on after-tax
basis to the extent that such premiums were deductible for tax purposes) and
(ii) the aggregate Costs of Funds Expenses for the Plan Years such insurance
Policy was in effect.
Plan Year shall mean the calendar year, corresponding to the Company's fiscal
year.
Social Security Benefit shall mean the monthly old age insurance benefit the
Member is first entitled to receive at his Social Security Retirement Age.
Prior to his Social Security Retirement Age it will be assumed that the Member
will continue to cam the same annual Compensation which 'is in effect for him
and that the Social Security law will not chance thereafter, and by using his
actual, salary history, if, available, or by estimating, his prior Compensation
using a 5% salary scale projected backwards.
Terminating Event. A "Terminating Event" shall mean any of the following if
they occur within three years of a Change in Control:
(a) termination by the Company of the Member's employment with the Company
for any reason other than (i) the Member's death or (ii) for "Cause" (as
such term is defined in Article XIX), or
(b) the Member's resignation as an employee of the Company, other than for
reasons of disability, following (i) a significant reduction in the nature
or scope of the Member's duties, responsibilities, authority and powers
from the duties, responsibilities, authority and powers exercised by the
Member immediately prior to the Change in Control, (ii) a reduction in the
Member's annual base salary as in effect on the date of the Change in
Control, except for across-the-board salary reductions similarly affecting
all management personnel of the Company (or the surviving entity, in the
case of a merger or acquisition in which the Company is not the surviving
entity), or (ill) a transfer of the Member from the principal office of the
Company to an office of the Company more than twenty-five miles distant
from said principal office (other than in connection with the relocation of
the principal office of the Company to said new location), or
(c) Any event which constitutes a terminating event or a triggering event
pursuant to a change of control agreement between the Company and the
Member.
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Trustee shall mean Northeast Retirement Services, as Trustee under that certain
Indenture of Trust by and between the Company and the Trustee dated as of
_________, 1999.
ARTICLE I
Plan Membership
A. Only those employees of the Company who satisfy all of the following
requirements shall become Members of the Plan.
1. The employee must hold the title of Chairman, President or Executive
Vice President of the Company;
2. The employee's life must be insurable with an insurance company
designated by the Company; and
3. The employee must be selected by the Board of Directors to participate
in this Plan.
B. In addition, the Board of Directors may designate any other officer of
the Company who satisfies the requirements of paragraphs 2 and 3 of Section A to
become Members of the Plan.
C. The Board of Directors shall give written notice to the employee Of
his selection to membership by the Board. Notwithstanding, any other provision
relating to eligibility, no person shall become a Member of the Plan unless and
until such person is so selected and notified in writing by the Company.
ARTICLE II
Informal Funding
A. The benefits under this Plan will be paid by the Company from its
general assets. To cover part or all of its potential liabilities under the
Plan, the Company may, but need not, purchase life insurance policies on the
lives of any of the Plan Members, but no Member will have any preferred claim
against, or beneficial ownership in, such policies or the proceeds therefrom.
B. When and if the Company applies for life insurance on any Member it
will so notify the Member and request him to take whatever actions may be
necessary to enable the Company to fulfill the requirements of the life
insurance company for issuance of the insurance policy. A condition of a
Member's eligibility under this Plan is his cooperation in connection with the
securing of any insurance policies, including the completion and signing of such
forms as may be reasonably required, and to undergo any medical examinations or
tests which may be necessary.
C. No benefit shall be payable under this Plan to the beneficiaries or
estate of any Member who dies by suicide within two years after the date on
which he becomes a Member of the Plan. Nor shall any benefit be payable under
this Plan to any Member or to the beneficiaries or estate of any Member who
makes any untrue statements on insurance forms, which statements cause the
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Company to fall to receive proceeds under any policies upon the Member's death,
or which cause said proceeds to be reduced in any manner.
ARTICLE III
Death Benefit
Subject to the provisions of this Plan, the Member shall be entitled to
name the beneficiaries of the Member's benefits hereunder as follows:
A. If a Member's death occurs while he is still employed by the Company,
there shall be paid to the Company or, at the director of the Company, to such
beneficiaries as the Member shall have selected in accordance with Article VII,
a death benefit determined under Subparagraph 1, below (hereinafter referred to
as "Split Dollar") or Subparagraph 2. below (hereinafter referred to as
"Survivor Benefit"), whichever the Member has elected to receive in accordance
with Article VII. If any Member shall have failed to make ail election with
respect to the Split Dollar or Survivor Benefit options, such Member shall be
conclusively presumed to have made an election to receive the benefits described
in Subparagraph 2 (Survivor Benefit);
1. Split Dollar. an amount equal to two (2) times the then current base
salary of the Member, as said base Salary existed on the date of the
Member's death.
2. Survivor Benefit: monthly payments equal to forty percent (40%) of the
Member's monthly base salary as said base salary existed on the date of the
Member's death. Such payments shall be payable for one hundred eighty (180)
months (commencing on the first day of the month following the month in
which occurs the Member's death).
In addition to the death benefit set forth in the preceding paragraph, the
beneficiary of a Member upon whose life an Insurance Policy was being maintained
at the time of the Member's death shall be entitled to receive the amount, f
any, by which the Life Insurance Net Proceeds exceeds the Actuarial Equivalent
of the applicable death benefit (Split Dollar or Survivor Benefit) payable to
said Member's beneficiary.
B. If the Member has retired and the Member's death occurs while he is
receiving retirement benefits as hereinafter defined, the Company shall continue
to pay to such beneficiaries as the Member shall have selected in accordance
with Article VII, such balance of any minimum amount of retirement benefits as
the Member may be entitled to as hereinafter defined.
C. If (i) a Member dies after the termination of his service as an
employee with the Company in connection with a Terminating Event, and (ii) at
the time of the Member's death an Insurance Policy was being maintained on the
life of the Member and held by the Trustee, and (iii) at the time of his death
the Member had not yet commenced to receive a benefit under this Plan, then a
death benefit shall be payable to the Member's beneficiary not later than sixty
days following the death of the Member. Such death benefit shall be a single
lump sum distribution which is the greater of (i) the Actual Equivalent of the
benefit to which the Member was entitled to receive as of the date of his death,
or (ii) the Life Insurance Net Proceeds.
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ARTICLE IV
Normal Retirement Date
A Member's Normal Retirement Date shall mean the date on which the member
attains the age of sixty-Five (65).
ARTICLE V
Normal Retirement Benefit
A. Upon the later of his Normal Retirement Date or his termination of
service as an employee of the Company, the Member (and his beneficiaries if he
dies prior to receipt of all his benefits) shall be entitled to receive from the
Company monthly payments for his entire lifetime ending with the payment due
immediately before the Member's death, or for a period of one hundred eighty
(180) months if longer, in an amount determined pursuant to subparagraphs "1" or
"2" hereof whichever is applicable. Payments shall commence on the first day of
the month following the month in which occurs the later of us Normal Retirement
Date or his termination of service as an employee of the Company.
1. If a Member terminates service with the Company after having,
completed fifteen (15) years of service with the Company, the monthly
amount to which the Member shall be entitled pursuant to this Article shall
be an amount equal to the greater of either (a) Twenty-five percent (25%)
of the Member's Highest Monthly Salary as herein defined, or (b) Seventy-
five percent (75%) of the Member's Highest Monthly Salary offset by the
Member's monthly Accrued Benefit under the SBERA defined benefit pension
plan and further offset by one hundred percent (100%) of the Member's
Primary Social Security Benefit (said greater benefit hereinafter referred
to as the "Normal Retirement Benefit"). For purposes of this Plan, the
Highest Monthly Salary shall be an amount equal to the average annual base
salary of the Member from the Company for the three calendar years out of
the five calendar years immediately preceding the Member's termination of
service in which the base salary of the Member (exclusive of taxable fringe
benefits, bonuses, or other extraordinary compensation) was the highest,
divided by twelve (12). For purposes of the foregoing calculation, if any
Member shall terminate service prior to the end of any particular calendar
year, the annual base salary of the Member for said calendar year shall be
included within the foregoing definition for determining the Member's
Highest Monthly Salary.
2. If a Member terminates service with the Company prior to the
completion of fifteen years of service with the Company, the amount to
which a Member shall be entitled pursuant to this Article shall be an
amount equal to a percentage of his Normal Retirement Benefit, based upon
his number of years of service with the Company, in accordance with the
following table (a Member's "Vested Termination Benefit"):
Years of Service
Equal to or
More Than But Less Than Percentage of Benefit
- -------------------------------------------------------------------------
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0 years 6 years 0%
6 years 7 years 10%
7 years 8 years 20%
8 years 9 years 30%
9 years 10 years 40%
10 years 11 years 50%
11 years 12 years 60%
12 years 13 years 70%
13 years 14 years 80%
14 years 15 years 90%
15 years -- 100%
B. Notwithstanding any provision in Paragraph A of this Article V to the
contrary, the Board of Directors in its sole discretion has the authority to pay
to a Member who has terminated service with the Company an amount equal to the
Actuarial Equivalent of the Retirement Benefit to which the Member is entitled
under subparagraph I or 2 of Paragraph A, whichever is applicable, in full
satisfaction of the Company's obligation to the Member under the Plan.
ARTICLE VI
Change in Control
A Member shall be entitled to the following benefits upon a Change in
Control:
1. Upon a Change in Control, the Company shall, as soon as possible, but
in no event later than thirty days following the Change in Control, make an
irrevocable contribution to the Trust in an amount that is sufficient, as
determined by an actuary appointed by the Trustee, to pay each Member or
beneficiary the full Normal Retirement Benefit to which he would be
entitled pursuant to the terms of Paragraph A of Article V of the Plan as
of the date on which the Chance in Control occurred as if the Member had
attained at least age 65 and had completed at least fifteen years of
service with the Company. Within the same time period following, a Chance
in Control, the Company shall make a further irrevocable contribution to
the Trust in an amount sufficient to pay for the Trustee's fees and for
actuarial, accounting, legal and other professional or administrative
services necessary to implement the terms of this Plan following a Change
in Control. Such amount shall be determined by the Trustee's estimate of
its fees (as provided in the Trust Agreement) and by estimates obtained by
the Trustee from the independent actuaries, accountants, lawyers and other
appropriate professional and administrative personnel which provided such
services to the Trust or the Company immediately before the Change in
Control.
2. If within three years following a Chance in Control of the Company a
Terminating Event occurs with respect to the Member; the Member will be
entitled to receive his Normal Retirement Benefit, computed at the time of
the Terminating Event as though the Member
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had served the Company for at least 15 years. If the Member has attained at
least age 55, his benefit shall be payable, commencing within 70 days of
the Terminating Event, in an amount equal to the Actual Equivalent of his
full Normal Retirement Benefit. If the Member has not attained age 55 as of
the Terminating Event, the Member shall be entitled to a retirement benefit
commencing upon the attainment of age 55 in an amount equal to the
Actuarial Equivalent of his full Normal Retirement Benefit. With the
consent of the Board of Directors, the Actuarial Equivalent of the Normal
Retirement Benefit payable at age 55 may be payable to the Member at an
earlier date. In the event that the Member requests permission to commence
receiving his benefit before age 55 and the Board refuses to grant
permission for such early commencement of payments, the Member may request
the Board to reconsider its decision. If the Board has not agreed to permit
such early payment by a date which is thirty days after the request for
reconsideration was made, the Member shall have the right to receive upon
written application to the Company the Actuarial Equivalent of such
benefit, less a penalty of 5%.
ARTICLE VII
Beneficiaries
A. Any pre-retirement or post-retirement death benefit payable under the
Plan upon the death of a Member shall be paid to such beneficiary or
beneficiaries as the Member shall designate by filing with the Company a notice
in writing in a form acceptable to the Company.
B. In the event that the Member should die prior to receipt from the
Company of any amount to which the Member or his beneficiaries is entitled
hereunder, any amounts remaining unpaid shall be paid to such beneficiary as the
Member may designate by filing with the Company a notice in writing, but in the
absence of any such designation, such unpaid amounts shall be so paid to the
Member's estate.
C. Each Member shall be entitled to elect between the Survivor Benefit
and Split Dollar death benefits described above in Article III by filing, with
the Company a notice in writing in a form acceptable to the Company. Such
election may be changed by the Member at any time by filing notice of such
change in writing in a form acceptable to the Company.
ARTICLE VIII
Nature of Company's Obligation
The rights of any Member and his beneficiaries to benefits under this Plan
are solely those of an unsecured creditor of the Company. Any insurance policy
or any other asset acquired or held by the Company in connection with the
liabilities assumed by it hereunder will not be deemed to be held under any
trust for the benefit of the Member or his beneficiaries or to be security for
the performance of the obligations of the Company, but will be and will remain a
general, unpledged, unrestricted asset of the Company.
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ARTICLE IX
Administration of the Plan
The Company shall be the named fiduciary and Administrator of the Plan as
those terms are used in the Employee Retirement Income Security Act of 1974
("ERISA"), The Board of Directors or President of the Company may employ or use
the services of any employees of the Company or other persons in administering
the Plan.
ARTICLE X
Claims Procedure
In accordance with Section 503 of ERISA and the regulations of the
Secretary of Labor prescribed thereunder:
A. All claims for benefits under this Plan shall be filed in writing with
the Company in accordance with such procedures as the Company shall reasonably
establish.
B. The Company shall, within ninety (90) days of submission of a claim,
provide adequate notice in writing to any claimant whose claim for benefits
under the Plan has been denied. Such notice shall contain the specific reason or
reasons for the denial and references to specific Plan provisions on which the
denial is based. It will also provide the claimant with a description of any
material or information which is necessary in order for the claimant to perfect
his claim and an explanation of why such information is necessary. If special
circumstances require an extension of time for processing the claim, the Company
shall furnish the claimant a written notice of such extension prior to the
expiration of the ninety (90) day period described above. The extension notice
shall indicate the reasons for the extension and the expected date for a final
decision, which date shall not be more than one hundred eighty (180) days from
the initial claim.
C. The Company shall, upon written request by a claimant within sixty
(60) days of the notice that his claim has been denied, afford a reasonable
opportunity to such claimant for a full and fair review by the Company of the
decision denying the claim. The Company will afford the claimant an opportunity
to review pertinent documents and submit issues and comments in writing. The
claimant shall have the night to be represented by counsel.
D. The Company shall, within sixty (60) days of a request for a review,
render a written decision on its review. If special circumstances require extra
time for the Company to review its decision, the Company will attempt to make
its decision as soon as practicable, and in no event will the Company take more
than one hundred twenty (120) days to send a claimant a written notice of its
decision.
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ARTICLE XI
Assignment
Except for the designation of beneficiaries as set forth above, no Member
or beneficiary any Member shall have any right to commute, sell, assign,
transfer or otherwise convey the right: to receive any payments hereunder, which
payments and the nights thereto are expressly declared to be non-assignable and
non-transferable.
ARTICLE XII
Independence of Plan
The benefits payable under this Plan from the Company shall be independent
of, and in addition to, any other benefits that may exist from time to time
under any other plan of or agreement with the Company. Nothing contained in this
Plan gives, or is intended to give, any Member the night to be retained in the
service of the Company or to interfere with the night of the Company to
discharge or retire the Member at any time.
ARTICLE XIII
Amendment or Termination of Plan
The Company reserves the right at any time or time, by action of its Board
of Directors, to amend the Plan in whole or in part, or to terminate the Plan,
but no such amendment or termination shall deprive the beneficiary or estate of
a deceased Member of any benefit to which such beneficiary or estate is then
entitled. Nor shall any such amendment or termination deprive any Member or his
beneficiaries of any Vested Termination Benefits to which such Member or his
beneficiaries may be then entitled.
ARTICLE XIV
Successor Company
Unless this Plan is sooner terminated, if the Company is merged or
consolidated with any other corporation or organization, or its business
activities are taken over by any other organization, the succeeding or
continuing corporation or other organization shall expressly assume the rights
and obligations of the Company herein set forth.
ARTICLE XV
Applicable Law
The provisions of this Plan shall be construed, administered and enforced
according to the laws of the United States, and to the extent permitted by such
laws, in accordance with the law of the Commonwealth of Massachusetts.
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ARTICLE XVI
Miscellaneous Matters
Throughout this Plan where a appropriate, every reference in any of the
masculine, feminine, or neuter shall be deemed to include all of the masculine,
feminine and neuter, and every reference in either the singular or plural shall
be deemed to include both the singular and plural, unless the context clearly
requires otherwise.
ARTICLE XVII
Disability
If any Member shall become totally disabled within the meaning of the long
term disability plan of the Company and prior to his retirement, the Member
shall be considered to be continuing in employment for as long as such total
disability exists, but not after age sixty-five (65), for purposes of
determining such Member's eligibility for benefits hereunder.
ARTICLE XVIII
Severability
If in any respect any provision of this Plan, in whole or in part, shall
prove to be invalid for any reason, each invalidity shall only affect the part
of such provision which shall be invalid, and in all other respects shall stand
as if such invalid provision had not been made, and it shall fall to the extent
and only to the extent of such invalid provision and no other portion or
provision of this Plan shall be invalidated, impaired or affected thereby.
ARTICLE XIX
Termination for Cause
If the Company terminates the Member's employment for "Cause" prior to the
Member attaining age 65, the Member shall not be entitled to receive any
benefits pursuant to this Plan. For purposes of this Plan, "Cause" shall mean:
(a) deliberate dishonesty with respect to the Company or any
subsidiary or affiliate thereof;
(b) conviction of a crime involving moral turpitude, or
(c) gross and willful failure to perform a substantial portion of the
Member's duties and responsibilities as an officer of the Company,
which failure continues
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for more than thirty days after written notice given to the Member pursuant to a
two-thirds vote of all of the members of the Board of Directors then in off-ice,
such vote to set forth in reasonable detail the nature of such failure.
IN WITNESS WHEREOF, the said CAMBRIDGEPORT BANK has caused this Plan to be
signed in its name by its duly authorized officer, and impressed with its seal,
and properly attested to, on this ____ day of ____________, 1999.
ATTEST: CAMBRIDGEPORT BANK
________________________________ by____________________________
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CAMBRIDGEPORT BANK
1999 NONQUALIFIED PENSION PLAN
FOR
EXECUTIVE OFFICERS
ELECTION OF BENEFITS AND DESIGNATION OF BENEFICIARY
I hereby elect to receive the type of benefits described in said plan as
checked below:
1. _____ Split Dollar
2. _____ Survivor Benefit
I hereby designate the following as beneficiary of any amounts due under
the above agreement at my death:
1. ____________, if surviving at my death, otherwise
2. ____________, if surviving at my death.
___________________ ___________________________
Date Member
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RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS
VOTED: That the Cambridgeport Savings Bank 1999 Nonqualified Pension Plan for
Executive Officers, a copy of which is attached hereto and made a paid
hereof, be, and the same hereby is, approved and adopted, effective
May 4, 1999; and that the officers of this Bank be, and they hereby
are, and each hereby is, authorized for and behalf of this Bank to
sign and execute any and all other documents which they deem, or any
of them deems necessary or advisable in connection with said 1999
Nonqualified Pension Plan.
VOTED: That Northeast Retirement Services be, and it hereby is, appointed as
Trustee of the Cambridgeport Savings Bank 1999 Nonqualified Pension
Plan for Executive Officers.
VOTED: That the President and Executive Vice President of this Bank, be, and
they hereby are, and each hereby -is, designated by the Board of
Trustees as Members of said 1999 Nonqualified Pension Plan in
accordance with Article I of the Plan;
VOTED: That the Accrued Benefits of James B. Keegan as President of the Bank,
and Jane L. Lundquist as Executive Vice President of the Bank,
pursuant to the Cambridgeport Bank Supplemental Executive Retirement
Plan, originally adopted effective December 1, 1987, and revised and
restated effective November 1, 1993 be, and said accrued benefits
hereby are, transferred to, and credited to the Accrued Benefits of
said President and Executive Vice President pursuant to, the
Cambridgeport Savings Bank 1999 Nonqualified Pension Plan for
Executive Officers.
VOTED: That subsequent to the transfer of said Accrued Benefits, the
Cambridgeport Bank Supplemental Executive Retirement Plan be, and the
same hereby is, terminated, so that no new benefits shall accrue
hereafter; and the Accrued Benefit of each remaining Member of said
Supplemental Executive Retirement Plan be determined and distributed
as soon as practicable thereafter.
__________________________________________
Clerk -- Cambridgeport Bank
Cambridge, Mass. May 4, 1999
A Meeting of the Board of Directors of Cambridgeport Bank was held this morning
in its banking rooms. Present: Messrs. Corcoran, Crane, Fleming, Goldberg, Happ,
Keegan and Russo. Also in attendance were Executive Vice President lane
Lundquist, CFO Charles Jeffrey, Senior Vice President Lynne Charron, Attorney
Peter Coogan of Foley, Hoag & Eliot, George Massaro and Debbie Selwood of Arthur
Andersen and consultant Fred Schluter.
Lynne Charron gave an update on progress at 1380 Soldiers Field Road. All
necessary requests for approvals for construction have been made and are now in
the appeal period. No problems are anticipated. A management team is in place
and is studying space allocation in the building. A number of tenants have
expressed interest in leasing that space not required by the Bank. The
architects are preparing schematics which should be ready shortly. The problem
of parking is being addressed. The future parking needs of employees, tenants,
customers and handicapped persons will need to be determined. The project is on
schedule and initial construction is schedules to start in June.
There followed a lengthy discussion on long range strategic planning for
the Bank. A number of options are available and they will continue to be
analyzed at future meetings. It was
VOTED: to authorize the CFO to engage the services of consultants to assist
in determining a future course of action.
Jane Lundquist presented a suggested revision to the Supplemental Executive
Retirement Plan (SERP). She noted that the current plan was quite expensive
with little benefit for most participants. She recommended the termination of
the existing SERP and installing a new one with 100% vesting after 15 years of
service. She recommended a revamping of the existing SBERA and 40lK plans to
better reflect the needs of today's employee pool and to allow for funding of
future long term incentive programs for retention of key people. Mrs. Lundquist
presented figures summarizing the current SERP obligations. A five-part
resolution was submitted for approval by the Board. After discussion to was
VOTED: That the Cambridgeport Savings Bank 1999 Nonqualified Pension Plan for
Executive Officers, a copy of which is attached and made apart hereof,
be, and the same hereby is, approved and adopted, effective May 4,
1999; and that the officers of this Bank be, and they hereby are, and
each hereby is, authorized for and behalf of this Bank to sign and
execute any and all other documents which they deem, or any of them
deems necessary or advisable in connection with said 1999 Nonqualified
Pension Plan.
VOTED: That Northeast Retirement Services be, and it hereby is, appointed as
Trustee of the Cambridgeport Savings Bank 1999 Nonqualified Pension
Plan for Executive Officers.
VOTED: That the President and Executive Vice President of this Bank, be and
they hereby are, and each hereby is, designated by the Board of
Trustees as Members of said 1999 Nonqualified Pension Plan in
accordance with Article I of the Plan;
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Cambridge, Mass. May 4, 1999
VOTED: That the Accrued Benefits of James B. Keegan as President of the Bank,
and Jane L, Lundquist as Executive Vice President of the Bank,
pursuant to the Cambridgeport Bank Supplemental Executive Retirement
Plan, originally adopted effective December 1, 1987, and revised and
restated effective November 1, 1993 be, and said accrued benefits
hereby are, transferred to, and credited to the Accrued Benefits of
said President and Executive Vice President pursuant to, the
Cambridgeport Savings Bank 1999 Nonqualified Pension Plan for
Executive Officers.
VOTED: That subsequent to the transfer of said Accrued Benefits, the
Cambridgeport Bank Supplemental Executive Retirement Plan be, and the
same hereby is, terminated, so that no new benefits shall accrue
hereafter; and the Accrued Benefit of each remaining Member of said
Supplemental Executive Retirement Plan be determined and distributed
as soon as practicable thereafter.
It was then
VOTED: to adjourn at 10:30 a.m.
___________________________________________
Clerk -- Cambridgeport Bank
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