SEVERANCE AGREEMENT
THIS AGREEMENT entered into this 25th day of February, 2002 ("Effective
Date"), by and between Central Co-operative Bank (the "Bank") and Michael K.
Devlin (the "Employee").
WHEREAS, the Employee has heretofore been employed by the Bank as
Treasurer/Chief Financial Officer and Senior Vice President; and
WHEREAS, the Bank deems it to be in its best interest to enter into this
Agreement as additional incentive to the Employee to continue as an executive
employee of the Bank; and
WHEREAS, the parties desire by this writing to set forth their
understanding as to their respective rights and obligations in the event of
termination of Employee's employment under the circumstances set forth in this
Agreement.
NOW, THEREFORE, it is AGREED as follows:
1. Payment in the Event of Change in Control.
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(a) If the Employee's employment is terminated by the Bank, without
the Employee's prior written consent, in connection with or within twelve (12)
months after any change in control (as herein defined) of the Bank or Central
Bancorp, Inc. (the "Company"), the Employee shall be paid an amount equal to two
(2) times the Employee's annual base salary amount at the rate in effect
immediately prior to the date of the change in control. In no event, however,
shall such amount exceed the difference between (i) the product of 2.99 times
the Employee's "base amount" as defined in Section 280G(b)(3) of the Internal
Revenue Code of 1986, as amended (the "Code") and regulations promulgated
thereunder, and (ii) the sum of any other parachute payments (as defined under
Section 280G(b)(2) of the Code) that the Employee receives on account of the
change in control. Said sum shall be paid in one lump sum within ten (10) days
after such termination. The term "change in control" shall mean (1) the
ownership, holding or power to vote more than 25% of the voting stock of the
Bank or the Company, (2) the control of the election of a majority of the Bank's
or the Company's directors, (3) the exercise of a controlling influence over the
management or policies of the Bank or the Company by any person or by persons
acting as a "group" (within the meaning of Section 13(d) of the Securities
Exchange Act of 1934), or (4) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board of
Directors of the Bank or the Company (the "Company Board") (the "Continuing
Directors") cease for any reason to constitute at least two-thirds thereof,
provided that any individual whose election or nomination for election as a
member of the Company Board was approved by a vote of at least two-thirds of the
Continuing Directors then in office shall be considered a Continuing Director.
The term "person" means an individual other than the Employee, or a corporation,
partnership, trust, association, joint venture, pool, syndicate, sole
proprietorship, unincorporated organization or any other form of entity not
specifically listed herein.
(b) The Employee may voluntarily terminate his employment under this
Agreement within twelve (12) months following a change in control of the Bank or
the
Company, and the Employee shall thereupon be entitled to receive the payment
described in Section 1(a) of this Agreement, upon the occurrence of any of the
following events, or within ninety (90) days thereafter, which have not been
consented to in advance by the Employee in writing: (i) the requirement that the
Employee perform his principal executive functions, more than 35 miles from his
primary office as of the Effective Date of this Agreement; (ii) a reduction in
the Employee's base annual salary as in effect immediately prior to the change
in control; (iii) the failure by the Bank to continue to provide the Employee
with compensation and benefits substantially similar to those provided to him at
the time of the change in control under any of the employee benefit plans in
which the Employee becomes a participant, or the taking of any action by the
Bank which would directly or indirectly reduce in any material respect any of
such benefits or deprive the Employee of any material fringe benefit enjoyed by
him at the time of the change in control; (iv) the assignment to the Employee of
material duties and responsibilities other than those normally associated with
his position as referenced in the recitals above; or (v) a material diminution
or reduction in the Employee's responsibilities or authority (including
reporting responsibilities) in connection with his employment with the Bank.
(c) The Employee shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or otherwise
and no such payment shall be offset or reduced by the amount of any compensation
or benefits provided to the Employee in any subsequent employment.
2. Term.
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This Agreement shall remain in effect for the period commencing on the
Effective Date and ending on the earlier of (i) the date thirty-six months after
the Effective Date, and (ii) the date on which the Employee terminates
employment with the Bank; provided that the Employee's rights hereunder shall
continue following the termination of his employment with the Bank under any of
the circumstances described in Paragraphs 1(a) or (b) hereof. Additionally,
prior to each annual anniversary date from the Effective Date, the term of this
Agreement shall be automatically extended for a one-year period beyond the then
effective expiration date, unless written notice from the Bank or the Employee
is received prior to an anniversary date advising the other party that this
Agreement shall not be further extended. Any such written notice shall not
affect any prior extensions of the term of this Agreement.
3. Expense Reimbursement.
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In the event that any dispute arises between the Employee and the Bank
as to the terms or interpretation of this Agreement, whether instituted by
formal legal proceedings or otherwise, including any action that the Employee
takes to enforce the terms of this Agreement or to defend against any action
taken by the Bank, the Employee shall be reimbursed for all costs and expenses,
including reasonable attorneys' fees, arising from such dispute, proceedings or
actions, provided that the Employee shall obtain a final non-appealable judgment
by a court of competent jurisdiction in favor of the Employee. Such
reimbursement shall be paid within ten (10) days after the Employee furnishes to
the Bank written evidence, which may be in the form, among other things, of a
cancelled check or receipt, of any costs or expenses incurred by the Employee.
4. Regulatory Requirements.
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Any payments made to the Employee under this Agreement are subject to
and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any
regulations promulgated thereunder.
5. Successors and Assigns.
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This Agreement shall inure to the benefit of and be binding upon any
corporate or other successor of the Bank which shall acquire, directly or
indirectly, by merger, consolidation, purchase or otherwise, all or
substantially all of the assets or stock of the Bank.
6. Amendments.
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No amendments or additions to this Agreement shall be binding unless
made in writing and signed by all of the parties, except as herein otherwise
specifically provided.
7. Applicable Law.
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The laws of the Commonwealth of Massachusetts shall govern this
Agreement in all respects, whether as to its validity, construction, capacity,
performance or otherwise.
8. Severability.
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The provisions of this Agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof.
9. Entire Agreement.
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This Agreement, together with any understanding or modifications
hereof as agreed to in writing by the parties, shall constitute the entire
agreement between the parties hereto; provided however that nothing herein shall
be deemed alter or amend the rights or obligations of the Bank and the Employee
pursuant to any employee benefit or other plan, program or policy, including,
without limitation, the rights and obligations under any retirement, insurance,
group benefit, stock option, incentive bonus or other plan in which the Employee
is, or may become, a participant.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first hereinabove written.
ATTEST: CENTRAL CO-OPERATIVE BANK
/s/ Rhoda K. Astone By: /s/ John D. Doherty
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Clerk
WITNESS: EMPLOYEE:
/s/ Paul G. Crisafulli /s/ Michael K. Devlin
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Michael K. Devlin