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Exhibit 10.4
SUPPLEMENTAL RETIREMENT AGREEMENT
This Agreement (the "Agreement") made and entered into as of this 4/21/89,
1989, by among and between Paul A. Miller (The "Employee"), Intrex Financial
Services, Inc. ("Intrex") and Lawrence Savings Bank (the "Bank").
WHEREAS, the Intrex, the Bank and the Employee are, concurrently with the
execution of this Agreement, entering into an Employment Agreement providing
for the employment of the Employee with Intrex and the Bank; and
WHEREAS, In recognition of the services to be provided by the Employee to
Intrex and the Bank, Intrex and the Bank wish to provide the Employee with
supplemental retirement benefits in addition to any retirement benefits to
which the Employee may be entitled under any tax qualified plan maintained by
Intrex or the Bank.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereby agree as follows:
1. Retirement Benefits.
1.01 Retirement Benefits. Subject to Section 1.03, Intrex and/or the Bank
shall pay the Employee, commencing on the appropriate date specified in Section
1.02, $5,000 per month for 180 months.
1.02 Payment Date. The retirement benefits described in Section 1.01 shall
begin on the earlier of:
(a) the date that the Employee attains age 65 or, if later, the date
that he terminates employment with Intrex and the Bank;
(b) the date of the Employee's death; or
(c) the date that the Employee is determined to be totally disabled
(within the meaning of Section 72(m)(7) of the Internal Revenue Code of
1986, as amended (the "Code")).
1.03. Vesting.
(a) Until the Employee is vested in the retirement benefits described
in Section 1.01, neither he nor his beneficiary shall be entitled to such
retirement benefits.
(b) The Employee shall vest in 20% of the retirement benefits
described in Section 1.01 for each full year that the Employee is employed
by Intrex or the Bank. Notwithstanding the foregoing, the Employee shall be
fully and immediately vested in the such retirement benefits on the date of
his death or the date that he is determined to
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be totally disabled (within the meaning of Section 72(m)(7) of the Code),
provided that he is employed by Intrex or the Bank on such date.
1.04 Beneficiaries.
(a) In the event that the Employee should die prior to receipt of any
or all of the retirement benefits to which he is entitled hereunder, any
retirement benefits remaining unpaid shall be paid to such beneficiary or
beneficiaries as the Employee may designate by filing with Intrex or the
Bank a notice in writing; but in the absence of any such designation, such
unpaid amounts shall be so paid to his surviving spouse, if any, in the
same manner that such benefits were paid or made payable to the Employee.
If a beneficiary or the Employee's surviving spouse becomes entitled to
receive retirement benefits under this Section and dies before all
retirement benefits are paid to him or her, the balance of any such
payments shall be made to the estate of the beneficiary or the Employee's
surviving spouse in a single, lump sum. If there is no surviving
beneficiary or spouse on the date of his death, then the current value of
the balance remaining unpaid shall be paid in a single, lump sum to the
Employee's estate.
(b) The Board of Directors of the Bank, upon the request of a
beneficiary or the Employee's surviving spouse may direct that the
retirement benefits payable to that beneficiary or the surviving spouse be
paid to such individual in a single, lump sum.
2. General.
2.01 Non-Assignable Rights. Except as otherwise provided by this
Agreement, neither the Employee nor his spouse, nor any other beneficiary,
shall have any right to sell, assign, transfer or otherwise convey the right to
receive any payment hereunder, which payments and the right thereto are
expressly declared to be non-assignable and non-transferable.
2.02 Independence of Agreement. The benefits payable under this Agreement
shall be independent of, and in addition to, any other employment agreement that
may exist from time to time between the parties hereto, including without
limitation the Employment Agreement entered into as of the date hereof by and
among, Intrex, the Bank and the Employee, or any other compensation payable by
Intrex or the Bank to the Employee, whether as salary, bonus or otherwise. This
Agreement shall not be deemed to constitute a contract of employment between the
parties hereto, nor shall any provision hereof restrict the right of Intrex or
the Bank to discharge the Employee, or restrict the right of the Employee to
terminate his employment.
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2.03 Non-Secured Promise. The rights of the Employee under this Agreement
and of any beneficiary or the spouse of the Employee shall be solely those of an
unsecured creditor of Intrex and the Bank. Any insurance policy or any other
asset that may be acquired or held by Intrex or the Bank in connection with the
liabilities assumed hereunder shall not be deemed to be held under any trust for
the benefit of the Employee, his spouse or his beneficiaries or to be security
for the performance of the obligations of Intrex or the bank, but shall be, and
remain, a general, unpledged, unrestricted asset of Intrex and/or the Bank.
2.04 Governing Law. This Agreement shall be construed in accordance with
and governed for all purposes by the laws of The Commonwealth of Massachusetts.
2.05 Amendment and Waiver. This Agreement may not be amended, supplemented
or waived except by a writing signed by the party against which such amendment
or waiver is to be enforced. The waiver by any party of a breach of any
provision of this Agreement shall not operate to, or be construed as a waiver
of, any other breach of that provision nor as a waiver of any breach of another
provision.
2.06 Binding Effect. Subject to the provisions of Section 2.01, this
Agreement shall be binding on the successors and assigns of the parties hereto.
2.07 Counterparts. This Agreement may be executed in three counterparts,
each of which is an original but which shall together constitute one and the
same instrument.
Execution
Upon execution below by all parties, this Agreement will be of full force
and effect.
LAWRENCE SAVINGS BANK PAUL A. MILLER
By /s/ ARCHIBALD MACLAREN /s/ PAUL A. MILLER
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ARCHIBALD MACLAREN
VICE CHAIRMAN
WITNESS: /s/ FRED S. TARBOX
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INTREX FINANCIAL SERVICES, INC.
By /s/ WALLACE L. BOLTON
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WALLACE L. BOLTON
VICE CHAIRMAN
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