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EXHIBIT 10(q)
[UST Corp.]
Separation Agreement for Theodore Shediac
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Mr. Theodore M. Shediac April 6, 1994
52 Old Nugent Rd.
Gloucester, MA 01930
Dear Ted:
As we have discussed and agreed, your employment with UST Corp. and
its affiliated companies (collectively "UST") will terminate on June 30, 1994
and you will be paid through UST's payroll system through that date. The
purpose of this letter agreement is to set forth the terms and conditions
related to your separation from UST.
1. Salary continuation: Salary will continue for 12 months after
June 30, 1994. The form of payment will be in one lump sum of
$268,500 payable to you during the first week of July 1994.
2. Continuation of benefits: USTrust will continue to pay the
life insurance premiums on your current policy through June
30, 1994. Thereafter, if coverage is to continue, you will
have to convert the policy to an individual contract.
Disability insurance provided through USTrust will cease as of
your termination date.
Medical insurance premiums will continue to be paid to provide
coverage for you and your family under the Baystate Health
Care plan, through June 30, 1994. During this period, you will
continue to pay normal monthly contributions of $128.65.
Effective July 1, 1994, you will be able to continue medical
insurance coverage through COBRA for up to 18 months.
3. Vested profit sharing: You will be paid the account balance
credited to you under the company's profit sharing plan after
the 6/30/94 valuation. It is understood that as of 6/30/93
your vested balance was $214,520.33. It is further understood
that at the time of the valuation and payout, these amounts
may be higher or lower depending on the valuation.
4. Vested ESOP: You will be paid out the value of your vested
ESOP account after the 6/30/94 valuation. It is understood
that as of 6/30/93 your vested balance was 6,028.9514 shares
plus a cash balance of $79.26. It is further understood that
at the time of the valuation and payout, these amounts may be
higher or lower depending on the valuation.
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5. It is understood that you are 100% vested in the USTrust
qualified retirement plan. A schedule has been provided to
you, indicating the projected pay-out amounts at age 65.
6a. Incentive stock options (ISO): You will receive acceleration
of unvested Incentive Stock Options so that as of June 30,
1994, you will be fully vested in 18,375 shares at a purchase
price of $6.0714 and 5,000 shares at a purchase price of
$8.625. Your options expire 3 months after your termination
date.
6b. Restricted stock: As of June 30, 1994, you will be vested in
5,433 shares of restricted stock.
The value of the vested shares, determined as of the vesting
date, will be includible in your income for federal income tax
and Massachusetts tax purposes, and will be treated as "wages"
subject to withholding for employment tax (including FICA)
purposes, as of the time of vesting. A certificate
representing the vested shares will be delivered to you once
you have made arrangements satisfactory to the Company to pay
all required withholding taxes. You may satisfy this
withholding obligation by: (i) providing a certified or bank
check to the Company for the required withholding taxes, or
(ii) delivering stock powers to the Company authorizing the
sale of sufficient shares to pay the withholding taxes.
It is further understood that there are limitations on your
ability to sell these newly acquired shares in UST Corp.
stock. Shares must be held for six months after the date of
termination (i.e. after 6/30/94).
7. The above matter was presented to the UST Corp. Board of
Directors on March 15, 1994 and was preliminarily approved.
Pending a third party certification by The Wyatt Co. and a
definitive vote scheduled for April 19, 1994 of Board approval
based upon the Wyatt certificate, the above matters will be
subject only to the written approval of the Federal Reserve
Bank of Boston and the Massachusetts Commissioner of Banks.
8. Attached to this letter agreement as EXHIBIT A is a General
and Specific Release signed by you which releases UST Corp.
and its successors, assigns, subsidiaries, and its and their
respective officers, directors, employees, agents and
representatives from various liabilities and claims. The
foregoing Release, attached as EXHIBIT A, is incorporated into
this letter agreement and made a part hereof.
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If the foregoing is agreeable to you and you wish to accept the terms and
conditions of this letter agreement, please indicate your assent and agreement
by signing this letter agreement below and by attaching a signed and notarized
copy of EXHIBIT A.
Very truly yours,
/s/ Neal F. Finnegan
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ACCEPTED AND AGREED:
/s/ Theodore Shediac
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EXHIBIT A
General and Specific Release
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FOR AND IN CONSIDERATION of payments to be made to me in connection with my
separation of employment, as set out in the Separation Agreement between UST
Corp. and me, dated March 31, 1994, I, Theodore M. Shediac, hereby release UST
Corp. ("UST") and its successors, assigns, subsidiaries and its and their
respective officers, directors, employees, agents and representatives (all
collectively, "Releases") from any and all liability, claims, demands, actions,
causes of action of any type by reason of any matter, cause, act or omission
arising out of or in connection with my employment or separation from
employment with UST Corp. and/or its subsidiaries, including without
limitation, claims, demands or actions under Title VII of Civil Rights Act of
1964, as amended, the Rehabilitation Act of 1973, the Civil Rights Act of 1866,
the Massachusetts Fair Employment Practices Act, and any other Federal, state
or local statute or regulation regarding employment, discrimination in
employment or termination of employment; and I, Theodore M. Shediac, shall at
no time take any action that I am aware is inconsistent with this Release;
provided that I am not releasing and shall not be deemed to have released (i)
any claim arising under the terms of the Separation Agreement or the terms of
UST's employee pension plan, profit sharing plan, or stock ownership plan, each
as amended to the effective time of my termination of employment, or (ii) any
right of indemnification or contribution that may exist at or may arise after
such effective time and that I am or may be entitled to enforce against UST if
any claim is asserted or proceedings are brought against me by any governmental
or regulatory agency, or by any customer, creditor, employee or shareholder of
UST, or any self-regulatory organization, stock exchange or the like, related
or allegedly related to my having been an officer or employee of UST, or to any
of my activities as an officer or employee of UST. By acceptance of or reliance
upon this Release, UST promises that neither it nor any other of the Releases
affiliated with UST, will take any action that is designed, specifically with
respect to me or with respect to a class of similarly situated former
employees, to reduce or abrogate, or may reasonably be expected to result in an
abridgement or elimination of, any rights of indemnification or contribution
available to me under state law or pursuant to the Articles of Organization or
Bylaws of UST, or under any policy or policies of directors and officers
liability insurance affording coverage to former officers and in effect from
time to time.
IN WITNESS WHEREOF, I, Theodore M. Shediac, have set my and seal this 20th day
of April, 1994.
/s/ Theodore M. Shediac
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