Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
AMENDATORY AGREEMENT
This AMENDATORY AGREEMENT ("Agreement") is made and entered into this
16th day of November, 1998, effective as of July 1, 1998, by and between
MYSTIC FINANCIAL, INC. ("Holding Company"), a corporation organized under the
laws of Delaware, with its principal administrative offices located at 00
Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000, and XXXXXX X. XXXXXXXX
("Executive"). Any reference to "Bank" herein shall mean the Medford Co-
operative Bank, a wholly owned subsidiary of the Holding Company, or any
successor thereto.
W I T N E S S E T H :
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WHEREAS, the Holding Company and the Executive have entered into an
employment agreement, a copy of which is annexed hereto ("Employment
Agreement"); and
WHEREAS, the Holding Company and Executive entered into an Amendatory
Agreement dated effective as of June 10, 1998 ("Prior Amendatory Agreement")
for purposes of amending the Employment Agreement to provide a benefit to be
payable to the Executive upon retirement; and
WHEREAS, the Holding Company and the Executive now wish to enter into a
new Amendatory Agreement, to be made effective as of July 1, 1998, that will
amend and supersede the Prior Amendatory Agreement, in its entirety;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and upon the other terms and conditions hereinafter provided, the
parties hereby agree as follows:
FIRST. Section 5 of the Employment Agreement shall be re-designated
as "section 5(a)" and a new subsection (b) shall be added which shall read
in its entirety as follows:
(b)(i) The Executive shall also be entitled, upon his
termination of employment due to Disability or attainment of his
Normal Retirement Age (as each such term is defined below) to receive
a cash benefit to be funded and paid for by the Company equal to the
dollar amount determined by:
(I) projecting the total number of shares of the
Company's common stock ("Shares") that would have been allocated
to the Executive's account under the Mystic Financial, Inc.
Employee Stock Ownership Plan ("ESOP") had the Executive
continued in the employ of the Company (or the Bank), and where
the number of Shares to be projected for purposes of this
calculation is measured commencing as of the date the Executive
was first eligible to participate in the ESOP and ending on the
date the ESOP loan is repaid in full and the final allocation of
all such Shares is made, and where such projection is based on
the average number of Shares that have been allocated to the
Executive's account under the ESOP during such period; and then
(II) reducing the number of Shares projected in section
5(b)(i)(I) above, by the actual number of Shares allocated to
the Executive's account under the ESOP, pursuant to its terms,
as of the last day of the last plan year in which the Executive
was an active participant in the ESOP for purposes of receiving
allocations of Shares; and
(III) multiplying the number of Shares determined in
section 5(b)(i)(II) above by the average of the closing prices
of such Shares at the end of each fiscal quarter during the
twelve fiscal quarters immediately preceding (or, if fewer, the
number of quarters the Executive had been a participant in the
ESOP) the date of the Executive's termination of employment due
to Disability or attainment of Normal Retirement Age.
(b)(ii) The projection of Shares required by section
5(b)(i)(I) above and the calculation of the benefit payable to the
Executive in the form of a single lump sum cash benefit pursuant to
section 5(b)(iii) hereof shall be performed by a certified public
accountant selected by the Board based on assumptions which the Board
has determined to be reasonable at the time the projection and the
calculation of benefits are performed.
(b)(iii) The additional benefit payable to the Executive
pursuant to section 5(b) hereof shall be paid in a single lump cash
sum as soon as practicable following the last day of the calendar year
in which the Executive's termination of employment due to Disability
or attainment of Normal Retirement Age occurs and shall be in an
amount determined pursuant to section 5(b) above. In the event that
the Executive dies after becoming eligible for this benefit but prior
to the date that payment of the benefit is made, the benefit shall be
paid in a single lump sum cash payment to the Executive's estate as
soon as practicable following the date of the Executive's death.
(b)(iv) For purposes of this Agreement, the following
definitions shall have the following meanings:
(I) "Normal Retirement Age" shall mean the date that
the Executive attains the age of sixty-seven (67).
(II) "Disability" shall mean a determination made by
the Board, in its discretion, that the Executive is eligible for
disability benefits under the long-term disability insurance
plan maintained by the Company or the Bank or, if there is no
such plan then in effect, under the Federal Social Security Act.
SECOND. Section 9(b)(ii) of the Employment Agreement shall be amended
by adding, immediately to the end thereof, the following clause, "and the
benefits the Executive is entitled to receive under section 5(b) of this
Agreement."
THIRD. Except as expressly amended herein, the Employment Agreement
shall remain in full force and effect and the definitions therein are
incorporated in this Amendatory Agreement by reference.
IN WITNESS WHEREOF, MYSTIC FINANCIAL, INC. has caused this Agreement to
be executed and its seal to be affixed hereunto by its duly authorized officer
and director, and the Executive has signed this Agreement, on this _____day
of November, 1998, effective as of July 1, 1998.
ATTEST: MYSTIC FINANCIAL, INC.
/s/ Xxxxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxxx
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SECRETARY CHAIRMAN OF THE
COMPENSATION COMMITTEE
[SEAL]
WITNESS:
/s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
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XXXXXX X. XXXXXXXX
