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MEDFORD
SAVINGS BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
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SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
BASIC PLAN DOCUMENT
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
1.1 Actuarial Equivalent 1
1.2 Average Compensation 1
1.3 Beneficiary 1
1.4 Board 1
1.5 Compensation 1
1.6 Construction of Contract 1
1.7 Disability 1
1.8 Early Retirement Age 1
1.9 Election 1
1.10 Employee 1
1.11 Employer 1
1.12 Entry Date 1
1.13 IRC 1
1.14 Normal Form of Benefit 1
1.15 Normal Retirement Age 2
1.16 Normal Retirement Benefit 2
1.17 Participant 2
1.18 Plan 2
1.19 Plan Administrator 2
1.20 Plan Year 2
1.21 Retirement Date 2
1.22 Social Security Benefit 2
1.23 Termination Date 2
1.24 Vested Benefit 2
1.25 Years of Service 2
ARTICLE II
BENEFITS
2.1 Accrued Benefit 3
2.2 Automatic Pension 3
2.3 Optional Forms of Payment 3
2.4 Payment of the Accrued Benefit 3
2.5 Early Retirement Benefit 3
2.6 Late Retirement Benefit 3
2.7 Termination of Employment Benefit 3
2.8 Denial of Benefits 3
ARTICLE III
DEATH BENEFITS
3.1 Death Benefit 4
3.2 Designation of Beneficiary 4
3.3 Death of Participant After Retirement or Termination of 4
Employment
ARTICLE IV
DISABILITY BENEFITS
4.1 Disability Benefits 5
4.2 Return to Work 5
ARTICLE V
FUNDING
5.1 Investment 6
ARTICLE VI
MISCELLANEOUS
6.1 Alienability 7
6.2 Amendment by Employer 7
6.3 Expenses 7
6.4 Limitation 7
6.5 Change of Control 7
6.6 Violation of Agreement 8
6.7 For Cause Clause 8
6.8 Non-Compete Clause 8
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ADOPTION AGREEMENT
APPENDIX A Supplemental Executive Retirement Plan Agreement
APPENDIX B Change of Beneficiary Form
APPENDIX C Application for Plan Benefits
APPENDIX D Sample ERISA Department of Labor Statement
APPENDIX E Sample Votes of Board
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
BASIC PLAN DOCUMENT
ARTICLE I
DEFINITIONS
1.1 Actuarial Equivalent means any benefit under this Plan which, at any time,
has the same present value as a straight life annuity commencing at Normal
Retirement Age based on 6 percent interest and the 1971 Individual Annuity
Mortality Table for males set back 3 years, discounted to the payment
commencement date by 7 percent, or by interest rates and mortality
specified in Section 2.3 of Article II, if applicable.
1.2 Average Compensation means the average of the Participant's highest 3
consecutive Plan Years Compensation prior to his Retirement Date unless
otherwise elected in Section A3 of the Adoption Agreement.
1.3 Beneficiary shall mean the person or persons designated by the Participant
to receive benefits under the Plan after the death of the Participant.
1.4 Board shall mean the Board of Directors of the Employer.
1.5 Compensation means the definition elected in Section A3 of the Adoption
Agreement.
1.6 Construction of Contract shall be made without regard to the gender or
whether words are used in the singular or plural unless the context
requires such interpretation.
1.7 Disability means the Participant's entitlement to Social Security
disability income benefits.
1.8 Early Retirement Age is the earliest of the ages elected in Section A4(b)
of the Adoption Agreement.
1.9 Election means a written instrument executed by a Participant and filed
with the Plan Administrator on or before its effective date, exercising
one or more rights under this Plan.
1.10 Employee shall mean each current or future Employee of the Employer who is
a member of a select group of management or otherwise highly compensated
personnel as determined by the Board.
1.11 Employer means the Medford Savings Bank, its successors and assigns, any
subsidiary or affiliated organizations authorized by the Board to
participate in this Plan with respect to their Employees, and any
organization into which the Employer may be merged or consolidated or to
which all or substantially all of its assets may be transferred.
1.12 Entry Date means the date that an Employee satisfies the eligibility
requirements set in Section A5 of the Adoption Agreement.
1.13 IRC means the Internal Revenue Code of 1986 and the appropriate section
thereof is designated by the numbers following IRC.
1.14 Normal Form of Benefit means an annuity payable for the life of the
Participant ceasing at his death.
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1.15 Normal Retirement Age means the age elected in Section A4(a) of the
Adoption Agreement.
1.16 Normal Retirement Benefit means the Accrued Benefit payable to the
Participant upon separation from service at Normal Retirement Age under
the Plan.
1.17 Participant means an Employee who has satisfied the eligibility
requirements contained in Section A5 of the Adoption Agreement.
Participation will commence on the Employee's Entry Date. A terminated
Employee who has a Vested Benefit or a Beneficiary entitled to benefits
hereunder is an Inactive Participant.
1.18 Plan means the Employer's Supplemental Executive Retirement Plan.
1.19 Plan Administrator shall mean the individual designated by the Board to
administer the Plan.
1.20 Plan Year means the period specified in Section A2 of the Adoption
Agreement.
1.21 Retirement Date means the date that payment of a Participant's Accrued
Benefit commences which shall be the first day of the month following
Normal Retirement Age unless the Participant elects a different Retirement
Date with the consent of the Employer.
1.22 Social Security Benefit means the monthly old age insurance benefit the
Participant is first entitled to receive at his Social Security Retirement
Age. Prior to his Social Security Retirement Age it will be assumed that
the Participant will continue to earn the same annual Compensation which
is in effect for him and that the Social Security law will not change
thereafter, and by using his actual salary history, if available, or by
estimating his prior Compensation using a 5% salary scale projected
backwards.
1.23 Termination Date means the date a Participant ceases to be an Employee.
1.24 Vested Benefit means an Accrued Benefit which is non-forfeitable. An
Accrued Benefit derived from Employer Contributions is 100% vested at the
earliest of the Participant's Early Retirement Age, or at an earlier
mandatory Retirement Age enforced by the Employer, or at his Disability or
his death and prior thereto as set in Section A7 of the Adoption
Agreement.
1.25 Years of Service shall be defined as elected in Section A6 of the Adoption
Agreement.
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ARTICLE II
BENEFITS
2.1 Accrued Benefit means the benefit derived from Employer contributions that
a Participant will begin to receive at Normal Retirement Age, as elected
in A8 of the Adoption Agreement. For purposes of determining the amount of
benefits payable under any qualified plan of the Employer, benefits
attributable to Employee contributions, shall not be considered.
2.2 Automatic Pension means a straight life annuity for a Participant who is
not married on the Retirement Date and an actuarially equivalent joint &
survivor annuity for a Participant who is married on the Retirement Date.
2.3 Optional Forms of Payment. In lieu of the Automatic Pension, the
Participant may elect, any time prior to the date specified in Section 2.5
below, Actuarial Equivalent Optional Forms of Payment as provided in
Sections A9, A11 and A12 of the Adoption Agreement.
Lump sum payments of the defined benefit portion of the Accrued Benefit
shall be based on the mortality table and interest rates in Section 1.1.
2.4 Payment of the Accrued Benefit shall begin effective with the first day of
the month next following termination of employment and, unless the
Participant elects otherwise and with the written approval of the Board,
no later than 60 days after the later of the last day of the Plan Year in
which the Participant:
a) attains Normal Retirement Age; or
b) terminates his service with the Employer.
2.5 Early Retirement Benefit. The amount payable to a Participant who
terminates employment after attaining Early Retirement Age but before
Normal Retirement Age is the Actuarial Equivalent of the Participant's
Accrued Benefit payable at Normal Retirement Age. The Early Retirement
Benefit is payable as provided in Sections 2.2 and 2.3 of the Plan.
2.6 Late Retirement Benefit. The amount payable to a Participant who continues
working after Normal Retirement Age is the Participant's Accrued Benefit
upon retirement. The Late Retirement Benefit is payable as provided in
Sections 2.2 and 2.3 of this Plan.
2.7 Termination of Employment Benefit. The amount payable at the Termination
Date to a Participant who terminates employment prior to Early Retirement
Age and satisfies the Vesting requirement in A7 of the Adoption Agreement
is the Actuarial Equivalent of the Accrued Benefit payable at Normal
Retirement Age. The Termination of Employment Benefit is payable as
provided in Sections 2.2 and 2.3 of this Plan.
2.8 Denial of Benefits. The Plan Administrator shall give a written
explanation to the Participant, setting forth the specific reasons for the
denial of any benefit.
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ARTICLE III
DEATH BENEFITS
3.1 Death Benefit. If a Participant dies prior to his Retirement Date, his
designated Beneficiary will be paid, commencing on the first day of the
month next following the Participant's death, (i) the Actuarial Equivalent
value of his Accrued Benefit on the day he died, payable under any
Optional Form of Payment provided in Section A9 of the Adoption Agreement.
If a Beneficiary dies prior to receiving all benefits available under the
Optional Form of Payment, the remaining benefits shall be made to the
person or persons named by the Beneficiary to receive the benefits payable
under such Optional Form of Payment or to the Beneficiary's estate if no
such person is named. If the Participant is not survived by a named
Beneficiary, or if the Board is in doubt as to the effective status of a
Beneficiary designation, then the Death Benefit provided by this Section
3.1 shall be paid to the Participant's estate in one lump sum.
3.1 Designation of Beneficiary. The Participant shall have the right to
designate a Beneficiary, including a contingent beneficiary, entitled to
receive the benefits payable under Section 3.1 in the event of his death.
Such designation shall be made in writing and delivered to the Board. The
Participant may change such designation from time to time and may revoke
such designation.
3.3 Death of Participant After Retirement or Termination of Employment. Upon
the death of the Participant after retirement or other termination of
employment, no benefits will be payable to the Participant's Beneficiary
or any other person so designated by the Participant unless the Automatic
Pension or Optional Form of Payment in effect or elected under Section 2.3
or 2.4 of this Plan provides a death benefit.
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ARTICLE IV
DISABILITY BENEFITS
4.1 Disability Benefits. If the Participant is unable to continue in the
employ of the Employer by reason of Disability, the Participant shall be
entitled to receive a Disability Benefit, in lieu of all other benefits
under the Plan, commencing on the first day of the month next following
such determination of Disability, payable in monthly installments, in an
amount equal to the amount elected in A10 of the Adoption Agreement.
Distribution may be in any form provided in A11 of the Adoption Agreement.
4.2 Return to Work. In the event the Participant returns to work after
receiving Disability Benefits, Disability Benefits shall cease and the
Participant shall continue in this Plan as though such disability had not
occurred. Accrued benefits payable under the Plan thereafter shall be
determined on the basis of the Participant's total Years of Service and
shall be adjusted to take into account the Actuarial Equivalent of the
Disability Benefits, if any, previously paid to the Participant.
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ARTICLE V
FUNDING
5.1 Investment. All payments of amounts under the Plan shall be paid from the
general funds of the Employer and no special or separate fund shall
necessarily be established and no other segregation of assets shall
necessarily be made to assure the payment of such amounts. Neither
Participants nor their beneficiaries or estates shall have any right,
title, or interest whatever in or to any investments, including any
"Applicable Policy", which the Employer may make to aid it in meeting its
obligation hereunder. To the extent that any person acquires any right to
receive payments from the Employer under the Plan, such right shall be no
greater than the right of an unsecured general creditor of the Employer.
Notwithstanding the foregoing, nothing in the Plan document shall preclude
the Employer from contributing to or making Plan payments from a Rabbi
Trust, as elected in the Adoption Agreement.
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ARTICLE VI
MISCELLANEOUS
6.1 Alienability. The right of a Participant to receive any amount credited to
the Participant under the Plan shall not be transferable or assignable by
the Participant. No person shall be entitled to anticipate any payment by
assignment, alienation, sale, pledge, encumbrance or transfer in any form
or manner prior to actual or constructive receipt thereof.
6.2 Amendment by Employer. The Employer may amend the Adoption Agreement by
selecting any of its elective provisions. The amendment may not reduce the
Accrued Benefit as elected in A8 of the Adoption Agreement. Any such
amendment shall be delivered to the Participants and Beneficiaries and to
the Plan Administrator.
6.3 Expenses. The Employer will pay all Expenses of the Plan.
6.4 Limitation. The establishment of this Plan, or the payment of benefits,
shall not give any Participant or Employee any legal or equitable right
against the Employer. This Plan shall not give any Participant or Employee
the right to be retained in the service of the Employer.
This Plan shall be governed by, and shall be construed and interpreted in
accordance with, applicable federal law and with the laws of the
Commonwealth of Massachusetts.
The Accrued Benefit of any individual under the Plan shall be reduced by
the amount, if any, by which the cash value or the death proceeds under
any Applicable Policy maintained by the Employer with respect to such
individual's benefits is reduced as a result of any misstatement or other
action or omission by the Participant to which such Applicable Policy
relates or by any such other individual.
In the event that any one or more of the provisions of this Plan shall be
held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be
affected or impaired thereby and the invalidated provision shall be
automatically amended to the extent necessary to make it valid consistent
with the intent of the Employer hereunder.
6.5 Change of Control. A Participant shall be immediately vested in the total
amount credited to his Accrued Benefit in the event of a change of control
of the Employer, and such amount will be immediately distributable to the
Participant. A change of control for this purpose shall be deemed to occur
upon the purchase or other acquisition by any person, entity, or group of
persons, within the meaning of section 13(d) or 14(d) of the Securities
Exchange Act of 1934 ("Act"), or any comparable successor provisions, of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Act) of 50 percent or more of either the outstanding shares of common
stock or the combined voting power of the Employer's then outstanding
voting securities entitled to vote generally, or the approval by the
stockholders of the Employer of a reorganization, merger, or
consolidation, in each case, with respect to which persons who were
stockholders of the Employer immediately prior to such reorganization,
merger, or consolidation, do not immediately thereafter, own more than 50
percent of the combined voting power entitled to vote generally in the
election of directors of the reorganized, merged, or consolidated
Employer's then outstanding securities, or a liquidation or dissolution of
the Employer of the sale
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of all or substantially all of the Employer's assets.
6.6 Violation of Agreement. In the event that the Participant violates any of
the terms of this Plan, the Employer, in addition to any other rights
which it may have, shall be relieved of the liability to make any further
payments under the Plan to, or on behalf of, the Participant and shall
have the right to specifically enforce this Plan by proceedings in equity.
6.7 For Cause Clause. As elected in Section A13(a) of the Adoption Agreement,
all of a Participant's benefits under this Plan will be forfeited if the
Participant's employment is terminated for cause. The Corporation shall
have "cause" to terminate the Participant's employment hereunder because
of the Participant's personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation of any
law, rule or regulation involving moral turpitude or final cease and
desist order, or material breach of any provision of this Agreement. For
purposes of this Section, no act or failure to act on the Participant's
part will be considered "willful" unless done, or admitted to be done, by
him in bad faith and without reasonable belief that his action or omission
was in the best interests of the Employer; provided that any act or
omission to act by the Participant in reliance upon an opinion of counsel
to the Employer shall not be deemed to be willful. Notwithstanding the
foregoing, the Participant shall not be deemed to have been terminated for
cause unless and until there shall have been delivered to him a copy of a
certification by the Clerk of the Corporation that three-fourths (3/4) of
the entire Board of Directors of the Employer found in good faith that the
Participant was guilty of conduct which is deemed to be Cause as defined
above and specifying the particulars thereof, after reasonable notice to
the Participant and an opportunity for him together with his counsel, to
be heard before such majority.
6.8 Non-Compete Clause. If the Non-Compete Clause is elected in Section A
13(b) of the Adoption Agreement, the Participant must not violate the
terms of this Section 6.8.
After becoming a Participant in this Plan, and for the period after
termination of employment with the Employer as elected in Section A13(b)
of the Adoption Agreement, the Participant may not be an employee or
consultant of, or hold any other position with, or directly or indirectly
assist, any bank in connection with any banking activities by said bank in
the same county where the Participant's Employer has a branch; nor will
the Participant attempt to hire any employee of the Employer, assist in
such hiring by any other person or entity, encourage any such employee to
terminate his or her relationship with the Employer, or solicit or
encourage any customer of the Employer to terminate its relationship with
the Employer or to conduct with any other person or entity any business or
activity which such customer conducts or could conduct with the Employer;
provided, however, that nothing herein shall prohibit the Participant from
owning up to 2% of the shares of common stock of any bank whose shares are
publicly traded on a national securities exchange or in the
over-the-counter market.
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MEDFORD SAVINGS BANK
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ADOPTION AGREEMENT
The undersigned Employer adopts this Plan for the exclusive benefit of its
eligible employees and beneficiaries to provide retirement and pre-retirement
benefits.
The Plan shall operate in accordance with the Basic Plan Document and the
Adoption Agreement provisions as elected.
Medford Savings Bank
PLAN NAME: Supplemental Executive Retirement Plan
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EMPLOYER NAME: Medford Savings Bank
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FEDERAL IDENTIFICATION NUMBER: 04-1609330
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PLAN ADMINISTRATOR: Phillip W. Wong, S.V.P.
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A1. EFFECTIVE DATE OF PLAN: 11-01-94
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A2. PLAN YEAR:
a) The Plan Year is the calendar year.
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x b) The Plan Year is a 12 month period beginning on 11-01 .
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A3. COMPENSATION AND AVERAGE COMPENSATION:
a) COMPENSATION
x 1) Reported W-2 earnings.
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2) As defined in IRC 415(c)(3).
------ (elect 1) or 2))
3) Compensation as defined in 1) or 2) shall exclude bonuses.
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4) Including ____ not including ____ amounts contributed pursuant
------ to a Salary Reduction Agreement and which is not included in
the participant's gross income under IRC 125, 402(a)(8),
402(H) or 403(b).
Compensation as elected means Compensation which is actually
paid to a Participant during the Plan Year and earned from the
Participant's Entry Date.
b) AVERAGE COMPENSATION is _______________________________________________
(If left blank, the definition of Average Compensation in Plan Section 1.2
shall apply.)
A4. DATES:
a) NORMAL RETIREMENT AGE IS 65 .
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b) EARLY RETIREMENT AGE IS 62 .
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AA1
A5. ELIGIBILITY
a) Class of employees (i.e., Exec. V.P. and above/employees
----- earning over $150,000 or IRC 401(a)(17)). (please define)
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x b) Individuals by name. (please define)
-----
Arthur H. Meehan
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c) Other, (please define)
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A6. YEARS OF SERVICE
x a) Same as SBERA Pension Plan.
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b) Same as SBERA Defined Contribution Plan.
-----
c) Other
-----
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A7. VESTING
a) Minimum Age of 60 .
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b) Minimum years of service of 3 .
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A8. BENEFITS (select all applicable formulas)
x a) Make up benefits which will be lost under defined benefit
----- plans due to the reduction in the IRC 401(a)(17) compensation
ceiling to $150,000 effective 11/1/94. (The amount lost will
be computed by applying the IRC 401(a)(17) cost of living
adjustment as a percentage, compounded each year, to the IRC
401(a)(17) limit effective 12/31/93).
b) Make up benefits lost under defined benefit plans due to all
----- IRC 401(a)(17) compensation ceilings. (Includes compensation
in excess of $200,000 for plan years beginning in 1989 and in
excess of $150,000 for plan years beginning in 1994; i.e.
there is no limit on the compensation used.)
c) Make up all benefits which will be lost under defined
----- contribution plans due to the reduction in the IRC 401(a)(17)
compensation ceiling to $150,000 effective 1/1/94. (The amount
lost will be computed by applying the IRC 401(a)(17) cost of
living adjustment as a percentage, compounded each year, to
the IRC 401(a)(17) limit effective 12/31/93.)
AA2
d) Make up benefits lost under defined contribution plans due to
----- all IRC 401(a)(17) compensation ceilings. (Includes
compensation in excess of $200,000 for plan years beginning in
1989 and in excess of $150,000 for plan years beginning in
1994; i.e. there is no limit on the compensation used.)
e) Allow different benefit formulas (please define - for example,
----- Normal Retirement Benefit of ____% of Final Average
Compensation times Years of Service offset by Accrued Benefit
under the defined benefit plan and further offset by ____% of
the Participant's Social Security Benefit.)
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A9. DISTRIBUTION OPTIONS AT DEATH AND AT EARLY, NORMAL AND LATE RETIREMENT
(select desired options)
a) Lump Sum
-----
b) Annual Installments over ______ (specify options) years
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c) Life Annuity
-----
x d) Joint and 100 % (specify options) Survivor Annuity
-----
A10. DISABILITY RETIREMENT BENEFIT
x a) Accrued Benefit (unreduced for early commencement)
-----
b) Actuarially Equivalent Accrued Benefit (reduced for early
----- commencement)
c) Accrued Benefit with payment deferred to _______________
-----
d) None
-----
e) Other
-----
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A11. DISTRIBUTION OPTIONS AT DISABILITY RETIREMENT (select desired options)
a) Lump Sum
-----
b) Annual Installments over ______ (specify options) years
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c) Life Annuity
-----
x d) Joint and 100 % (specify option) Survivor Annuity
-----
e) No Distribution
-----
A12. DISTRIBUTION OPTIONS DUE TO TERMINATION OF EMPLOYMENT, IF VESTED
(select desired options)
a) Lump Sum
-----
b) Annual Installments over ______ (specify options) years
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c) Life Annuity
-----
x d) Joint and 100 % (specify option) Survivor Annuity
-----
AA3
A13. FORFEITURE CLAUSE
x a) For cause
-----
b) Non-compete clause within the Commonwealth of Massachusetts
----- which shall be applicable for years after the Participant
terminates employment with the Employer.
A14. CONTROLLING STATE LAW
The laws of The Commonwealth of Massachusetts shall control this Plan.
Employer:
Medford Savings Bank
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FID # 04-1609330
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January 1, 1995 BY: /s/ William Rivers
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AA4
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT
I hereby acknowledge that, as an Employee, I have been offered an opportunity to
participate in the Supplemental Executive Retirement Plan (the "Plan") providing
the Supplemental Benefits specified in Section A8 of the Adoption Agreement
(which Plan and Adoption Agreement are attached hereto and made a part hereof),
and that I hereby elect to participate in the Plan.
I further acknowledge that neither the Employer nor any of its subsidiaries,
affiliated companies, employees or agents has any responsibility or liability
whatsoever for any changes which I may make in personal plans or programs as a
result of my decision to participate in the Plan and I recognize that the
Employer has the right to terminate, amend or modify the Plan at any time.
I here designate as Primary Beneficiary under the Plan:
Jeanne M. Meehan
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I hereby designate as Secondary Beneficiary under the Plan:
Arthur H. Meehan Family Trust
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I understand that Beneficiary means the Primary Beneficiary if the Primary
Beneficiary survives me, and the Secondary Beneficiary if the Primary
Beneficiary does not survive me and means my estate if neither the Primary
Beneficiary nor the Secondary Beneficiary survives me. I reserve the right
to change the Primary and/or Secondary Beneficiary from time to time in
the manner as required by the Plan, and I agree that no change in
Beneficiary shall be effective unless received by the Employer while I am
living and until acknowledged in writing by the Employer.
Notices to me (Participant) shall be sent as follows:
Name Arthur H. Meehan
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Street Address or
Post Office Box No. 5 Fox Run Road
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City and State Dover, MA Zip Code 02030
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IN WITNESS WHEREOF, the Employer and I have executed this acceptance as of the
1st day of January , 1995.
EMPLOYEE:
/s/ Arthur H. Meehan
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(Signature)
Arthur H. Meehan
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(Type or Print Name Under Signature)
ACCEPTED
Medford Savings Bank
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By: /s/ William Rivers
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Authorized Signature
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