EXHIBIT 10.6
BENJAMIN FRANKLIN BANCORP, INC.
EMPLOYEE SALARY CONTINUATION BENEFIT PLAN
References to the "Company" in this document shall mean Benjamin Franklin
Bancorp, Inc. and any of its wholly owned direct and indirect subsidiaries,
including, without limitation, Benjamin Franklin Bank as well as the successors
in interest of each such entity. References to the "Bank" shall mean either
Benjamin Franklin Bank or any other bank that is a wholly owned subsidiary of
Benjamin Franklin Bancorp, Inc. or any successor in interest.
1. COVERED EMPLOYEES
Subject to Section 2 below, the Salary Continuation Benefit (as herein
defined) will be provided to any employee whose employment is terminated
within twelve months after a Change in Control (as herein defined).
2. LIMITATIONS ON CHANGE IN CONTROL BENEFITS
2.1. GENERAL. No employee will be eligible for a Salary Continuation
Benefit if (a) the employee's employment is terminated for "Cause",
(b) the employee is a temporary employee, (c) the employee is
offered a Comparable Position (as herein defined) within the Company
and refuses to accept such position; or (d) the employee is paid
solely on a commissioned basis ("Commissioned Employees").
Commissioned Employees shall be eligible for a Commissioned Employee
Benefit (as herein defined).
2.2. CAUSE. The term "Cause" shall mean and include (a) neglect of or
refusal to perform, other than as a result of sickness, accident or
similar cause beyond an employee's reasonable control, any duty or
responsibility as an employee of the Company after written notice by
the Company to the employee; (b) any material breach by the employee
of any agreement to which the employee and the Company are both
parties; (c) deliberate dishonesty with respect to the Company or
conviction for the commission of a felony ; or (d) any material
misconduct or material neglect of duties by the employee in
connection with the business or affairs of the Company. The
foregoing definition of Cause is in no way intended to limit or
qualify the right of the Company or any successor in interest to
terminate any person's employment for any reason.
2.3. COMPARABLE POSITION. A comparable position shall mean a position
which is offered to an employee where (a) there is no reduction in
base salary or scheduled hours, and (b) the employee will be
principally employed at a location not more than 25 miles from the
office where the employee is principally employed immediately prior
to the Change in Control and (c) the
employee's commute does not increase by more than 20 miles.
3. DEFINITION OF "CHANGE IN CONTROL"
A "Change in Control" will be deemed to have occurred:
3.1. If there has occurred a change in control which the Company would be
required to report in response to Item 5.01 of Form 8-K promulgated
under the Securities Exchange Act of 1934, as amended (the "1934
Act"), or, if such regulation is no longer in effect, any
regulations promulgated by the Securities and Exchange Commission
pursuant to the 1934 Act which are intended to serve similar
purposes;
3.2. When any "person" (as such term is used in Sections 13(d) and
14(d)(2) of the 1934 Act) becomes a "beneficial owner" (as such term
is defined in Rule 13d-3 promulgated under the 1934 Act), directly
or indirectly, of securities of the Company or the Bank representing
twenty-five percent (25%) or more of the total number of votes that
may be cast for the election of directors of the Company or the
Bank, as the case may be;
3.3. During any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the
Company, and any new director (other than a director designated by a
person who has entered into an agreement with the Company to effect
a transaction described in Section 3.2, 3.4 or 3.5 of this
Agreement) whose election by the Board or nomination for election by
the Company's stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either
were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any
reason to constitute at least a majority of the Board of Directors
of the Company;
3.4. The stockholders of the Company approve a merger, share exchange or
consolidation ("merger or consolidation") of the Company with any
other corporation, other than (a) a merger or consolidation which
would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities
of the surviving entity) more than 50% of the combined voting power
of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation or (b) a
merger or consolidation effected to implement a recapitalization of
the Company (or similar transaction) in which no "person" (as
hereinabove defined) acquires more than 30% of the combined voting
power of the Company's then outstanding securities; or
3.5. The stockholders of the Company or the Bank approve a plan of
complete liquidation of the Company or the Bank or an agreement for
the sale or disposition by the Company or the Bank of all or
substantially all of the
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Company's or the Bank's assets.
4. "SALARY CONTINUATION BENEFIT" DEFINED
The Salary Continuation Benefit hereunder shall include each of the
following three items:
4.1. Payment in one lump sum as of date of termination of employment of a
severance benefit equal to the greater of (i) two weeks salary, at
the then applicable Base Salary rate, for each year or partial year
of service, up to a maximum of 52 weeks salary, or (ii) the
applicable Minimum Benefit set forth in Section 6 below; and
4.2. Continuation of group medical, dental and life insurance under the
same terms and conditions as if the employee had remained actively
employed by the Company for the "Benefit Continuation Period," which
is the greater of (a) six months or (b) the number of weeks of
Salary Continuation Benefits to which the employee is entitled under
this Plan; and
4.3. After the end of the Benefit Continuation Period, COBRA benefits for
medical and dental insurance determined as though employment had
terminated at the end of such Benefit Continuation Period.
For purpose of this Section 4 and Section 6 below, "Base Salary" shall
mean:
(a) for salaried employees, the employee's annual base salary, but
shall not include bonus payments, 401(k) matching payments,
pension payments, or other payments not specifically included
under this Plan.
(b) for employees who receive commissions but who also receive a
base salary (but excluding those Commissioned Employees who
receive a "draw" as base salary), the employee's annual base
salary, but shall not include bonus payments, 401(k) matching
payments, pension payments, or other payments not specifically
included under this Plan.
(c) for hourly employees, the employee's total hourly wages for
the twelve (12) full calendar months preceding termination of
employment, but shall not include bonus payments, 401(k)
matching payments, pension payments, or other payments not
specifically included under this Plan.
5. COMMISSIONED EMPLOYEE BENEFIT
The benefit to Commissioned Employees hereunder shall include each of the
following two items:
5.1. Continuation of group medical, dental and life insurance under the
same terms and conditions as if the employee had remained actively
employed by the Company for a period of six months; and
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5.2. After the end such six month period, COBRA benefits for medical and
dental insurance determined as though employment had terminated at
the end of such six month period.
6. MINIMUM BENEFIT
6.1. Officers at the level of Senior Vice President and above shall
receive 52 weeks salary, at the then applicable Base Salary rate;
and
6.2. Officers at the level of Vice President but below the level of
Senior Vice President shall receive 39 weeks salary, at the then
applicable Base Salary rate; and
6.3. Officers at the level of Assistant Vice President but below the
level of Vice President shall receive at least 26 weeks salary, at
the then applicable Base Salary rate; and
6.4. All other exempt employees shall receive at least 13 weeks salary,
at the then applicable Base Salary rate; and
6.5. All other full-time employees shall receive at least 8 weeks salary,
at the then applicable Base Salary rate; and
6.6. All part-time employees shall receive at least 6 weeks salary or
wages, at the then applicable Base Salary rate.
7. OFFSET FOR AMOUNTS RECEIVED UNDER OTHER AGREEMENTS OR LAWS
Salary Continuation Benefits payable pursuant to this Plan shall be
reduced by the amount of any severance pay benefits payable to any officer
under any employment, special termination, or change in control contract
or to any employee under any "tin parachute", WARN or similar law.
8. WITHHOLDING
All payments will be subject to withholding for taxes and co-payments by
employees, for health, life insurance and dental benefits. The Company
will have the right to withhold for lump sum amounts otherwise payable the
aggregate amount of any co-payments required to be made by employees with
respect to employee benefit programs which are continued under the Salary
Continuation Plan.
9. PARACHUTE PAYMENT
In the event that any amounts otherwise payable exceed in the aggregate
the amount that may be deducted by the Company or by any successor in
interest by reason of the operation of Section 280G of the Internal
Revenue Code of 1986, as amended, the amount of such payments shall be
reduced to the maximum which can be deducted by the Company.
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10. OUTPLACEMENT SERVICES
The following outplacement services shall be made available to employees
whose employment is terminated:
10.1. All exempt and non-exempt emplloyees: Group workshops providing
resume writing guidance and job search assistance for a period of
three months following termination of employment.
10.2. Officers at the level of Assistant Vice President and above : Resume
writing guidance, job search assistance, interview skills workshops
and networking workshops, for a period of three months following
termination of employment.
10.3. Officers at the level of Senior Vice President and above: Resume
writing guidance, job search assistance, interview skills workshops
and networking workshops, for a period of six months following
termination of employment.
11. OTHER BENEFIT PLANS
Salary Continuation Benefits are not covered compensation for benefit plan
purposes. An employee shall not accrue any vacation, sick leave, bonus,
incentive compensation, retirement or other benefits by reason of receiving
Salary Continuation Benefits.
12. DOCUMENTATION TO BE EXECUTED
12.1. Notwithstanding any other provision of this Salary Continuation
Plan, no person shall be eligible to receive any benefits or
payments under this Plan unless he or she shall have, as a
precondition to eligibility for and receipt of such benefits or
payments, executed and delivered to the Company (before the deadline
described in Section 12.2) all documentation that the Company may
require (collectively, "Required Documentation"). Among other
matters, the Required Documentation shall include a release of all
claims and a non-disparagement agreement in such form as shall be
acceptable to the Company in its discretion.
12.2. All Required Documentation must be completed and delivered to the
Company no later than the date that is [TWO MONTHS] after such
Required Documentation shall first have been presented to the
employee for his or her signature.
13. PLAN AMENDMENT AND TERMINATION
The Company may at any time, in its sole and absolute discretion, amend or
terminate the Plan in whole or in part; provided, however, that no amendment or
termination shall be made by the Company on or after a Change in Control. Any
employee who is terminated after an amendment or termination of the Plan shall
have the right to receive only such benefits, if any, as are provided after such
amendment of
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termination.
14. EFFECTIVE DATE
The Effective Date of this Plan shall be as of _________, 2005.
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