THE COMMUNITY BANK, A MASSACHUSETTS
COOPERATIVE BANK, EMPLOYEE
SEVERANCE COMPENSATION PLAN
The primary purpose of The Community Bank Employee Severance Compensation Plan (the Plan) is to ensure the successful continuation of the business of The Community Bank, a Massachusetts Cooperative Bank (the Bank) and the fair and equitable treatment of the Banks employees in the event of a Change in Control (as defined below).
Subject to paragraph C below, any employee of the Bank with at least one year of service as of his or her termination date (Eligible Employee) shall be eligible to receive a Change in Control Severance Benefit (as defined below) if, within the period beginning on the effective date of a Change in Control and ending on the first anniversary of such date, (i) the Eligible Employees employment with the Bank is involuntarily terminated, or (ii) the Eligible Employee terminates employment with the Bank voluntarily after being offered continued employment in a position that is not a Comparable Position (as defined below).
|C.||Limitations on Eligibility for Change in Control Severance Benefits or Management Restructuring Benefits.|
|(1)||No employee shall be eligible for a Change in Control Severance Benefit if (a) his or her employment is terminated for Cause, (b) he or she is offered a Comparable Position and declines to accept such position, or (c) the employee is, at the time of termination of employment, a party to an individual employment agreement or change in control agreement with the Bank and/or any holding company of the Bank (the Company).|
|(2)||For purposes of this Plan, a termination of employment for Cause shall include termination because of the employees act of dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than minor traffic violations or similar offenses), any felony conviction, any violation of law involving moral turpitude, or final cease-and-desist order issued by a bank regulatory agency, or material breach of any provision of the Plan.|
|(3)||For purposes of this Plan, a Comparable Position shall mean a position that would (a) provide the employee with base compensation and benefits that are comparable in the aggregate to those provided to the employee prior to the Change in Control; (b) be in a location that would not require the employee to increase his or her daily one way commuting distance by more than twenty-five (25) miles as compared to the employees commuting distance immediately prior to the Change in Control; and (c) have job skill requirements and duties that are comparable to the requirements and duties of the position held by the employee prior to the Change in Control.|
|D.||Definitions of Change in Control.|
For purposes of this Plan, Change in Control means the occurrence of any one or more of the following events:
|(1)||Merger: The Company merges into, or consolidated with, another corporation, or merges another corporation into the Company, and as a result less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company immediately before the merger or consolidation.|
|(2)||Acquisition of Significant Share Ownership: There is filed, or required to be filed, a report on Schedule 13D or another form or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, if the schedule discloses that the filing person or persons acting in concert has, or have become, the beneficial owner of 25% or more of a class of the Companys voting securities, but this clause shall not apply to the beneficial ownership of Company voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities.|
Change in Board Composition: During any period of two consecutive years, individuals who constitute the Companys Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Companys Board of Directors; provided, however, that for purposes of this clause, each director who is first elected by the board (or first nominated by the board for election by the stockholders) by a vote of at least two-thirds ( 2/3) of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or
|(4)||Sale of Assets: The Company sells to a third party all, or substantially all, of its assets.|
|E.||Determination of the Change in Control Severance Benefit.|
|(1)||The Change in Control Severance Benefit payable to an Eligible Employee under this Plan shall be determined under the following schedule:|
|(a)||An Eligible Employee (other than an officer of the Bank or Company at the Vice President level or higher) shall receive a Change in Control Severance Benefit equal to the product of (i) the Eligible Employees years of service from his or her hire date (including partial years) through the termination date and (ii) an amount equal to two (2) weeks of the employees Base Compensation (as defined below), subject to the limitations set forth in the third paragraph below. A year of service shall mean each 12-month period of service following the hire date determined without regard the number of hours worked during such period(s). The minimum payment to an Eligible Employee under this paragraph shall be an amount equal to four (4) weeks of Base Compensation and the maximum payment to an Eligible Employee under this paragraph shall be an amount equal to twenty-six (26) weeks of Base Compensation.|
|(b)||An Eligible Employee who is an officer of the Bank or the Company at the Vice President level or higher shall receive a Change in Control Severance Benefit equal to fifty-two (52) weeks of Base Compensation.|
|(c)||The Change in Control Severance Benefit shall be paid in a lump sum no later than thirty (30) business days after the date of the Eligible Employees termination of employment.|
|(d)||Notwithstanding anything else in this paragraph E, an employees employment shall not be deemed to have been terminated unless and until the employee has a Separation from Service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the Code). For purposes of this Agreement, a Separation from Service shall have occurred if the Bank and employee reasonably anticipate that either no further services will be performed by the employee after the date of the termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the thirty-six (36) months immediately preceding the termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii).|
|(2)||For purpose of determinations under this paragraph E, Base Compensation shall mean:|
|(a)||For salaried employees, the employees annual base salary at the rate in effect on his or her termination date or, if greater, the rate in effect on the date immediately preceding the Change in Control.|
|(b)||For employees whose compensation is determined in whole or in part on the basis of commission income, the employees base salary at termination (or, if greater, the employees base salary on the date immediately preceding the effective date of the Change in Control), if any, plus the commissions earned by the employee in the twelve (12) full calendar months preceding his or her termination date (or, if greater, the commissions earned in the twelve (12) full calendar months immediately preceding the effective date of the Change in Control).|
|(c)||For hourly employees, the employees base hourly rate multiplied by the employees normal scheduled hours (exclusive of overtime pay) for the twelve (12) full calendar months preceding his or her termination date or, if greater, the twelve (12) full calendar months preceding the effective date of the Change in Control.|
All payments will be subject to customary withholding for federal, state and local tax purposes.
Notwithstanding anything in this Plan to the contrary, if a Change in Control Severance Benefit to an employee who is a Disqualified Individual shall be in an amount which includes an Excess Parachute Payment, taking into account payments under this Plan and otherwise, the benefit payable under this Plan shall be reduced to the maximum amount which does not include an Excess Parachute Payment. The terms Disqualified Individual and Excess Parachute Payment shall have the same meanings as under Code Section 280G, or any successor provision thereto.
The Plan is administered by the Board of Directors, which shall have the discretion to interpret the terms of the Plan and to make all determinations about eligibility and payment of benefits. All decisions of the Board of Directors, any action taken by the Board of Directors with respect to the Plan and within the powers granted to the Board of Directors under the Plan, and any interpretation by the Board of Directors of any term or condition of the Plan, are conclusive and binding on all persons, and will be given the maximum possible deference allowed by law. The Board of Directors may delegate and reallocate any authority and responsibility with respect to the Plan.
|I.||Source of Payments.|
Unless otherwise determined by the Board of Directors, all payments and benefits provided under this Agreement shall be paid solely by the Bank. Notwithstanding anything in this Agreement to the contrary, no provision of this Agreement shall be construed so as to result in the duplication of any payment or benefit.
In no event may any employee sell, transfer, anticipate, assign or otherwise dispose of any right or interest under the Plan. At no time will any such right or interest be subject to the claims of creditors, nor liable to attachment, execution or other legal process.
The provisions of the Plan will be construed, administered and enforced in accordance with the laws of the Commonwealth of Massachusetts, except to the extent that federal law applies.
If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability will not affect any other provision of the Plan, and the Plan will be construed and enforced as if such provision had not been included.
|M.||No Employment Rights.|
Neither the establishment nor the terms of this Plan shall be held or construed to confer
upon any employee the right to a continuation of employment by the Bank, nor constitute a contract of employment, express or implied. The Bank reserves the right to dismiss or otherwise deal with any employee to the same extent and on the same basis as though this Plan had not been adopted. Nothing in this Plan is intended to alter the at-will status of the Banks employees, it being understood that, except to the extent otherwise expressly set forth to the contrary in an individual employment-related agreement, the employment of any employee may be terminated at any time by either the Bank or the employee with or without cause.
|N.||Amendment and Termination.|
The Plan may be terminated or amended in any respect by resolution adopted by a majority of the Board of Directors, unless a Change in Control has previously occurred. If a Change in Control occurs, the Plan no longer shall be subject to amendment, change, substitution, deletion, revocation or termination in any respect whatsoever. The form of any proper amendment or termination of the Plan shall be a written instrument signed by a duly authorized officer or officers of the Bank, certifying that the amendment or termination has been approved by the Board of Directors. A proper amendment of the Plan automatically shall effect a corresponding amendment to each Participants rights hereunder. A proper termination of the Plan automatically shall effect a termination of all employees rights and benefits hereunder.
|(1)||In the event any of the provisions of this Section O are in conflict with the terms of this Plan, this Section O shall prevail.|
|(2)||The Board of Directors may terminate an employees employment at any time, but any termination by the Bank, other than termination for Cause, shall not prejudice an employees right to compensation or other benefits under this Plan if such termination occurs at or following a Change in Control in accordance with Paragraph B above. An employee shall not have the right to receive compensation or other benefits for any period after Termination for Cause.|
|(3)||Any payments made to employees pursuant to this Plan, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. §1828(k) and FDIC regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.|
This plan has been approved and adopted by the Board of Directors and is effective as of , 2008.
|THE COMMUNITY BANK, A|
MASSACHUSETTS COOPERATIVE BANK