1
Exhibit 10.2
[LAWRENCE SAVINGS BANK LETTERHEAD]
December 23, 1992
Mr. Paul A. Miller
43 Covey Hill Road
Reading, MA 01867
Dear Paul:
Over the last several years, you and the Board of Intrex (before it was
liquidated) and the Executive Committee of the Board of Directors of Lawrence
Savings Bank have discussed your employment agreement. Specifically, you have
indicated that it was your understanding that other than the salary dollars,
your contract was to be identical to the employment agreement Mr. Dwain Smith
had.
The Directors of Intrex or the Executive Committee members who negotiated your
employment and the related contracts were also under the impression that the
contracts would be identical to Mr. Smith's employment agreements.
It has subsequently been determined that the Smith agreement contained an
arbitration clause which is not included in your contract. It has also
subsequently been determined that the Smith agreement had a three-year term
extended annually, whereas your contract reverted to a one-year contract after
the third year and then reverted to a two-year contract.
After discussion by the Executive Committee, it is their intention to change
your employment agreement. Your employment agreement dated April 21, 1989 is
hereby amended to include an Arbitration Clause without the provision that the
Bank will pay all of the costs of arbitration regardless of the final outcome,
etc.
Accordingly, your employment agreement dated April 21, 1989 is hereby amended as
follows:
2
Mr. Paul A. Miller
December 23, 1992
Page 2
Section 1.04 Initial Term and Extensions is deleted in its entirety, and
the following section 1.04 Initial Term and Extension is inserted.
1.04 Initial Term and Extension. Subject to the provisions of this section
and Section 3.03, the term of this employment agreement shall be for
three years commencing with the effective date hereof (April 21,
1989) provided, however, that the term shall be extended
automatically for periods of one year commencing on the second
anniversary of the effective date and on each subsequent anniversary
thereafter, unless either party gives written notice to the other,
prior to the date of such anniversary, of such party's election not
to extend the term of this agreement. (This means that after April
21, 1992 the employment agreement will have a two year life at each
renewal.)
Your employment agreement is further amended by deleting Section 5.09 Legal
Expenses and adding the following Section 6 Arbitration as follows:
6. Arbitration
6.01 Arbitration of Disputes. Any controversy or claim arising out of or
relating to this Agreement or the breach thereof shall be settled by
arbitration in accordance with the laws of the Commonwealth of
Massachusetts by three arbitrators, one of whom shall be appointed by
the Bank, one by the Employee and the third by the first two
arbitrators. If the first two arbitrators cannot agree on the
appointment of a third arbitrator, then the third arbitrator shall be
appointed by the American Arbitration Association in the City of
Boston. Such arbitration shall be conducted in the City of Boston in
accordance with the rules of the American Arbitration Association,
except with respect to the selection of arbitrators which shall be as
provided in this Section 6.01. Judgment upon the award rendered by
the arbitrators may be entered in any court having jurisdiction
thereof.
In any arbitration proceeding brought pursuant to this Section 6.01,
or in any court proceeding to enforce or review an award of the
arbitrators, each of the parties shall pay his or its own legal
costs, expenses and attorneys' fees, provided, that if the issue or
one of the issues if there be more than one, between the parties is
whether the termination or dismissal of the
3
Mr. Paul A. Miller
December 23, 1992
Page 3
Employee was for cause, and the ultimate conclusion, whether
made by the arbitrators, or by a court (in a proceeding to
enforce or review the arbitration award) is that the
termination or dismissal was not for cause, then the Bank
shall pay (or the Employee shall be entitled to recover from
the Bank, as the case may be) the Employee's reasonable legal
costs, expenses and attorneys' fees incurred in the
litigation. The provisions of this Section 6.01 shall apply
regardless of whether the termination or dismissal of the
Employee for cause was made after or as a result of a
"change of control."
Execution
Upon execution below by all parties, this Agreement will enter into full force
and effect on the Effective Date as shown below:
LAWRENCE SAVINGS BANK PAUL A. MILLER
By: /s/ FRED S. TARBOX /s/ PAUL A. MILLER
--------------------------- -----------------------
Fred S. Tarbox, Chairman
/s/ THOMAS J. BURKE
---------------------------
Thomas J. Burke
/s/ SALVATORE F. CATAUDELLA
----------------------------
Salvatore F. Cataudella
/s/ EDWARD F. CREGG
----------------------------
Edward F. Cregg
/s/ JOHN P. FORD
-----------------------------
John P. Ford
/s/ ARCHIBALD D. MACLAREN
-----------------------------
Archibald D. Maclaren
December 23, 1992
-----------------------
Effective Date