EXHIBIT 10.8
THE SANDWICH CO-OPERATIVE BANK
MANAGEMENT INCENTIVE PLAN
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PREAMBLE
The purpose of this Management Incentive Plan is to advance the interests
of the Bank and its Affiliates through providing select key Employees with the
opportunity to acquire Units having a cash redemption value derived from the
Book Value of the Bank's Shares. By encouraging and granting such equity-
related interests, the Bank seeks to attract, retain and motivate the best
available personnel for positions of substantial responsibility and to provide
additional incentive to key Employees to promote the success of the Bank and its
Affiliates.
ARTICLE I
Definitions
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"Affiliate" means any "parent corporation" or "subsidiary corporation" of
the Bank, as such terms are defined in Section 424(e) and (f), respectively, of
the Code.
"Agreement" means a written agreement granting an MIP Award, and containing
such provisions as may be approved by the Committee. Each such Agreement shall
constitute a binding contract between the Bank and the Participant, and each
Participant, upon acceptance of such Agreement, shall be bound by the terms and
restrictions of the Plan and of such Agreement. The terms of each Agreement
shall be in accordance with the Plan, but each Agreement may include additional
provisions and restrictions determined by the Committee, in its discretion,
provided that such additional provisions and restrictions are not inconsistent
with the terms of the Plan. The Chairman of the Committee and such other
directors or officers as shall be designated by the Committee may execute
Agreements on behalf of the Bank and cause them to be delivered to Participants.
"Bank" means The Sandwich Co-operative Bank.
"Beneficiary" means the personal representative(s) of a deceased
Participant's estate or the person or persons to whom his or her rights have
passed by will or by the laws of descent and distribution.
"Board" means the Board of Directors of the Bank.
"Book Value" shall be determined by the Committee in accordance with
generally accepted accounting principles consistently applied. Notwithstanding
the foregoing, the Committee shall have the discretion, with respect to any
extraordinary corporate transaction or change in generally accepted accounting
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principles occurring after the Effective Date, to make no allowance, or a
partial allowance, for changes attributable to or arising from such transaction
or change.
"Change in Control" has the meaning set forth in Paragraph 2(f) of The
Sandwich Co-operative Bank 1994 Stock Option and Incentive Plan, as said
Paragraph may be amended from time to time.
"Code" means the Internal Revenue Code of 1986, as amended (the "Code").
"Committee" means the committee appointed pursuant to Article III hereof.
"Director" means a member of the Board.
"Effective Date" means January 1, 1994.
"Employee" means any person employed by the Bank, or an Affiliate of the
Bank.
"MIP Award" means an award granted pursuant to Article III hereof.
"Participant" means a key Employee who is granted an MIP Award.
"Plan" means The Sandwich Co-operative Bank Management Incentive Plan.
"Rule 16b-311 means Rule 16b-3 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended.
"Shares" mean shares of common stock, par value $1.00 per share, of the
Bank.
"Unit" means a unit that may be awarded pursuant to an MIP Award.
ARTICLE II
Effective Date and Term of the Plan
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The Plan shall become effective on the Effective Date, and shall continue
in effect for six years from the Effective Date, unless sooner terminated
pursuant to Paragraph VIII hereof. No MIP Award shall be granted under the Plan
after six years from the Effective Date.
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ARTICLE III
Plan Administration
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The Plan shall be administered by the Committee, which shall consist of not
less than three (3) non-Employee Directors who are appointed by the Board, and
who have not been granted an MIP Award within the 12-month period preceding
their appointment to the Committee. All persons designated as members of the
Committee shall be "disinterested persons" within the meaning of Rule 16b-3.
Members of the Committee shall serve at the pleasure of the Board. In the
absence at any time of a duly appointed Committee, the Plan shall be
administered by those Directors who are "disinterested persons" within the
meaning of Rule 16b-3.
The Committee shall have discretionary authority (but only to the extent
not contrary to the express provisions of the Plan or to resolutions adopted by
the Board) to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to the Plan, to determine the form and content of MIP
Awards to be issued in the form of Agreements under the Plan, and to make other
deter minations necessary or advisable for the administration of the Plan, and
shall have and may exercise such other power and authority as may be delegated
to it by the Board from time to time. A majority of the entire Committee shall
constitute a quorum and the action of a majority of the members present at any
meeting at which a quorum is present shall be deemed the action of the
Committee.
All decisions, determinations and interpretations made by the Committee in
accordance with the Plan shall be final and conclusive on all persons affected
thereby. In addition to such other rights of indemnification as they may have,
the members of the Committee shall be indemnified by the Bank in connection with
any claim, action, suit or proceeding relating to any action taken or failure to
act under or in connection with the Plan or any Agreement to the full extent
provided for under the Bank's governing instruments and applicable law.
ARTICLE IV
MIP Awards
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Subject to the terms of the Plan, the Committee may, but shall not be
obligated to, from time to time grant MIP Awards to key Employees. Any MIP
Awards that the Committee may grant to key Employees shall be subject to the
following terms and conditions, and to such other terms and conditions as are
prescribed by the Committee in the applicable Agreement.
(a) Nature of MIP Awards. Each MIP Award shall be made in the form of a
designated number of Units that shall be redeemed by the Bank, in exchange for
cash, at such times and under such conditions as shall be permissible under the
terms of the Plan and of the Agreement provided to the Participant.
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(b) Aggregate Limit. Except as otherwise required by the provisions of
Paragraph (f) hereof, the aggregate number of Units that may be subject to MIP
Awards shall be 90,000 Units. If Units subject to an MIP Award should expire or
be forfeited for any reason without having been redeemed, said Units shall,
unless the Plan shall have been terminated, be available for the grant of
additional MIP Awards under the Plan.
(c) Vesting. The Committee may, in its discretion, impose vesting
conditions on a Participant's right to receive cash upon the redemption of
Units, including, but not limited to, requirements of continuous employment for
a specified term, or the attainment of specific corporate, divisional or
individual performance standards or goals, which conditions may differ with
respect to each Participant. The Agreement shall provide for forfeiture of the
right to redeem Units if the specified conditions are not met during the
specified vesting period.
(d) Redemption of Units. In each Agreement effecting an MIP Award, the
Committee shall identify a future date or dates of redemption for the Units
subject to the MIP Award, with said date or dates of redemption being either (I)
fixed by reference to a specific date or dates at least six months after the
date of the MIP Award, or (ii) a date or dates incident to the employee's
termination of employment for any reason, or for particular reasons such as
death or retirement at or after a specified age, or (iii) the earlier or later
to occur of a combination of dates described in (I) or (ii) hereof. Within 10
business days following each redemption date, the Bank shall pay to the
Participant, without payment of any consideration to the Bank, an amount in cash
equal to the excess of --
(x) the Book Value, on the date of redemption, of a number of Shares equal
to the number of Units which are being redeemed and as to which the
Participant has a vested interest, over
(y) the Book Value of such Units on the date of the MIP Award.
The amount payable to the Participant hereunder shall be subject to
reduction for applicable federal withholding taxes.
(e) Term of MIP Awards; Effect of Termination of Employment. Unless the
Committee provides f or a shorter term pursuant to an Agreement, a Participant's
MIP Award shall automatically expire, and thereupon cease to be subject to
future redemption, on the earlier to occur of (I) the close of the 6th year
following the date of the MIP Award, and (ii) the date on which the
Participant's
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employment terminates. Notwithstanding the foregoing, if a Participant's
employment terminates by reason of his death, disability, or retirement at or
after age 60, then, to the extent that the Participant had earned a vested
interest in his MIP Award immediately prior to such death, disability, or
retirement, as the case may be, any outstanding Units subject to the
Participant's MIP Award shall be redeemed for cash, with such payment being made
as soon as administratively practicable. For purposes hereof, the date of an MIP
Award to a Participant shall be the date on which the Committee provides the
Participant with an executed Agreement effecting the MIP Award.
(f) Effect of Changes in Common Stock Subject to the Plan. The number of
Units reserved for award under the Plan, and the number of Units subject to
outstanding MIP Awards, shall be proportionately adjusted for any increase,
decrease, change or exchange of Shares for a different number or kind of shares
or other securities of the Bank which results from a merger, consolidation,
recapitalization, reorganization, reclassification, stock dividend, split-up,
combination of shares, or similar event in which the number of Shares is changed
without the receipt or payment of consideration by the Bank.
Subject to Paragraph (g) hereof, in the event of (I) the liquidation or
dissolution of the Bank, (ii) a merger or consolidation in which the Bank is not
the surviving entity, or (iii) the sale or disposition of all or substantially
all of the Bank's assets (any of the foregoing to be referred to herein as a
"Transaction") , all outstanding Units shall be redeemed in exchange for cash in
an amount determined in accordance with Paragraph (d) hereof.
(g) Effect of a Change in Control. Notwithstanding the provisions of any
MIP Award that provides for its vesting in installments or over a future period,
all outstanding Units shall become fully vested upon a Change in Control, and
shall thereupon be redeemed in exchange f or a cash payment by the Bank in an
amount determined in accordance with Paragraph (d) hereof.
ARTICLE V
Source of Payments
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The Bank's obligation to make cash payments pursuant to the Plan shall
constitute an unfunded, unsecured promise by the Bank to provide such payments,
as and to the extent such payments become due. Payments shall be made from the
general assets of the Bank, and no person shall, by virtue of this Plan, have
any interest in such assets (other than as an unsecured creditor of the Bank).
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ARTICLE VI
Assignment
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Except as otherwise is provided by this Plan, it is agreed that neither the
Participant nor his Beneficiary nor any other person or persons shall have any
right to sell, assign, transfer, encumber and pledge or otherwise convey any MIP
Award, which MIP Awards are expressly declared to be nonassignable and
nontransferable.
ARTICLE VII
No Retention of Services
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This Plan shall not be deemed to constitute a contract of employment
between the Bank and any Participant, and no Employee or Participant shall have
a right to be granted an MIP Award or, having received such a grant, the right
to again be granted an MIP Award.
ARTICLE VIII
Amendment and Termination; modification of Awards
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The Board may amend or terminate the Plan at any time, provided that no
such amendment or termination shall, without the written consent of an affected
Participant, alter or impair any rights of the Participant under the Plan.
At any time, and from time to time, the Board may authorize the Committee
to direct execution of an instrument providing for the modification of any
outstanding MIP Award, provided that no such modification shall confer on the
holder of said MIP Award any right or benefit which could not be conferred on
him by the grant of a new MIP Award at such time, or impair an MIP Award without
the consent of the holder of the MIP Award.
ARTICLE IX
State Law
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This Plan shall be construed and governed in all respects under and by the
laws of the Commonwealth of Massachusetts, to the extent not preempted by
federal law. If any provision of this Plan shall be held by a court of
competent jurisdiction to be invalid or unenforceable, the remaining provisions
hereof shall continue to be fully effective.
ARTICLE X
Headings
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Heading and subheadings in this Plan are inserted for convenience and
reference only and constitute no part of this Plan.
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