Exhibit 10.2
Mystic financial, inc
Retirement plan
FOR
Non-employee directors
Effective as of November 8, 2000
Mystic Financial, Inc.
Retirement Plan for Non-Employee Directors
Section 1. Purpose of the Plan. The purpose of the Mystic
Financial, Inc.Retirement Plan for Non-Employee Directors (the "Plan") is to
provide a retirement benefit to directors of Mystic Financial, Inc. (the
"Company") who are not employees of the Company or any affiliate thereof
("Eligible Directors") in order to reward their contributions to the
successful growth and development of the Company and to ensure that the
Company will have their continued service in the conduct of its affairs,
particulary, in the event of a solicited or unsolicited takeover or merger
of the Company.
Section 2. Payment Upon Retirement, death or Disability.
(a) No later than 30 days following the termination of an Eligible
Director's service as a member of the Board of Directors of the Company due
to his or her Retirement, death or Disability, the Company shall pay to the
Eligible Director, or the Eligible Director's Beneficiary designated in
accordance with Section 5 in the case of the Eligible Director's death, a
lump sum cash payment equal to the Eligible Director's Annual Compensation.
(b) The term "Retirement" means an Eligible Director's voluntary
termination of service as a member of the Board of Directors of the Company
following the attainment of age 75.
(c) The term "Disability" means a condition of total mental or
physical incapacity for further performance of duty with the Company that
the Compensation Committee of the Board of Directors of the Company
determines is likely to be permanent on the basis of competent medical
evidence.
(d) The term "Annual Compensation" means, on any date for any
Eligible Director, the amount of compensation earned by such Eligible
Director for service as a member of the Board of the Company during the
twelve month period ending on such date, including retainer payments, fees
paid solely on the basis of attendance at meetings of the Board or
committees thereof, but excluding compensation in the form of stock options,
appreciation rights or restricted property, or other special forms of
remuneration.
Section 3. Payment Upon change of Control.
(a) If an Eligible Director's service as a member of the Board of
Directors of the Company terminates for reasons other than removal for
"cause," as defined in the Company's by-laws or applicable law, as of or
following a Change of Control or within one year prior to a Change of
Control, the Eligible Director, or the Eligible Director's Beneficiary
designated in accordance with Section 5 in the case of the Eligible
Director's death, shall be entitled to a lump sum payment from the Company
equal to the Eligible Director's Annual Compensation multiplied by 3. Such
payment shall be paid no later than 30 days following the effective date of
the Change of Control and shall be reduced by any payment the Eligible
Director, or his or her Beneficiary, may have received under this Plan prior
to the Change of Control.
(b) A "Change of Control" means the occurrence of any of the
following events:
(i) the consummation of a reorganization, merger or
consolidation of the Company with one or more other persons, other
than a transaction following which:
(A) at least 51% of the equity ownership interests of
the entity resulting from such transaction are beneficially
owned (within the meaning of Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended ("Exchange Act")) in
substantially the same relative proportions by persons who,
immediately prior to such transaction, beneficially owned
(within the meaning of Rule 13d-3 promulgated under the Exchange
Act) at least 51% of the outstanding equity ownership interests
in the Company; and
(B) at least 51% of the securities entitled to vote
generally in the election of directors of the entity resulting
from such transaction are beneficially owned (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) in
substantially the same relative proportions by persons who,
immediately prior to such transaction, beneficially owned
(within the meaning of Rule 13d-3 promulgated under the Exchange
Act) at least 51% of the securities entitled to vote generally
in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the
assets of the Company or beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 25% or more of the
outstanding securities of the Company entitled to vote generally in
the election of directors by any person or by any persons acting in
concert;
(iii) a complete liquidation or dissolution of the Company;
(iv) the occurrence of any event if, immediately following
such event, at least 50% of the members of the Board of Directors of
the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of
Directors of the Company on the effective date; or
(B) individuals who first became members of the Board
of Directors of the Company after the effective date either:
(1) upon election to serve as a member of the
Board of Directors of the Company by affirmative vote of
three-quarters of the members of such board, or of a
nominating committee thereof, in office at the time of
such first election; or
(2) upon election by the shareholders of the
Board of Directors of the Company to serve as a member of
such board, but only if nominated for election by
affirmative vote of three-quarters of the members of the
Board of Directors of the Company, or of a nominating
committee thereof, in office at the time of such first
nomination;
provided, however, that such individual's election or nomination did
not result from an actual or threatened election contest (within the
meaning of Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies
or consents (within the meaning of Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) other than by or on behalf of the
Board of Directors of the Company; or
(v) any event which would be described in Section
3(b)(i),(ii),(iii) or (iv) if the Medford Co-operative Bank (the
"Bank") were substituted for the term "Company" therein.
In no event, however, shall a Change of Control be deemed to
have occurred as a result of any acquisition of securities or assets
of the Company, the Bank, or a subsidiary of either of them, by the
Company, the Bank, or any subsidiary of either of them, or by any
employee benefit plan maintained by any of them. For purposes of this
Section 3, the term "person" shall have the meaning assigned to it
under sections 13(d)(3) or 14(d)(2) of the Exchange Act.
Section 4. Plan Administration.
(a) The Plan shall be administered by the members of the
Compensation Committee of the Board of Directors (the "Committee"). Subject
to the terms and conditions of the Plan and such limitations as may be
imposed by the Board, the Committee shall be responsible for the overall
management and administration of the Plan and shall have such authority as
shall be necessary or appropriate in order to carry out its
responsibilities, including, without limitation, the authority: (i) to
interpret and construe the Plan, and to determine all questions that may
arise under the Plan as to eligibility for, or the amount of, benefits
payable hereunder; (ii) to adopt rules and regulations and to prescribe
forms for the operation and administration of the Plan; and (iii) to take
any other action not inconsistent with the provisions of the Plan that it
may deem necessary or appropriate.
(b) The Committee shall hold such meetings, and may make such
administrative rules and regulations, as it may deem proper. A majority of
the members of the Committee shall constitute a quorum, and the action of a
majority of the members of the Committee present at a meeting at which a
quorum is present, as well as actions taken pursuant to the unanimous
written consent of all of the members of the Committee without holding a
meeting, shall be decided to be actions of the Committee, all actions of the
Committee shall be final and conclusive and shall be binding upon the
Company and all other interested parties. Any person dealing with the
Committee shall be fully protected in relying upon any written notice,
instruction, direction or other communication signed by the Chairman of the
Committee and one member of the Committee, by two members of the Committee
or by a representative of the Committee authorized to sign the same in its
behalf.
Section 5. Designation of Beneficiary. An Eligible Director may
designate a "Beneficiary" to receive the payment of the benefit payable in
respect of the Eligible Director under the Plan in the event of death. Such
designation (and any change or revocation of such designation) shall be made
in writing in the form and manner prescribed by the Committee. In the event
that the Beneficiary designated by an Eligible Director dies prior to the
Eligible Director, or in the event that no Beneficiary has been designated,
any benefit payable under this Plan shall be paid to the executor or
administrator of the Eligible Director's estate or other fiduciary appointed
or authorized by a court of competent jurisdiction to collect this asset. If
no court proceeding to initiate the administration or settlement of the
estate has been brought within one year after the death of the Eligible
Director and if no such executor or administrator or other person is
appointed within such time as the Committee, in its sole discretion, shall
deem reasonable (but in no event earlier than one year after such death),
any such undistributed benefit of such deceased person shall be paid to one
or more of the spouse and descendants and blood relatives of such deceased
person as the Committee may select.
Section 6. Amendment and Termination. The Board of Directors of
the Company shall have the right to amend the Plan, from time to time and at
any time, in whole or in part, and to terminate the Plan.
Section 7. Miscellaneous Provisions.
(a) The Compensation Committee shall provide a copy of this Plan to
each Eligible Director.
(b) Each Eligible Director, or Beneficiary thereof in the case of
death, shall be solely responsible for the payment of any and all income or
self-employment withholding taxes associated with the payment of benefits
under this Plan.
(c) The right to receive a benefit under the Plan shall not be
subject in any manner to anticipation, alienation or assignment, nor shall
such rights be liable for or subject to debts, contracts, liabilities or
torts. The Plan is intended to be: (a) a contractual obligation of the
Company to pay the benefits as and when due in accordance with its terms and
(b) an unfunded and nonqualified plan such that the benefits payable shall
not be taxable to the recipients until such benefits are paid. The Plan is
not intended to be subject to or comply with the requirements of the
Employee Retirement Income Security Act of 1974.
(d) The Company shall indemnify, hold harmless and defend each
Eligible Director against the reasonable costs, including reasonable
attorneys' fees, incurred by him or her, arising out of any action, suit or
proceeding in which he or she may be involved, as a result of his or her
efforts, in good faith, to defend or enforce the terms of the Plan.
(e) A determination that any provision of the Plan is invalid or
unenforceable shall not affect the validity or enforceability of any other
provision hereof. Failure to insist upon strict compliance with any of the
terms, covenants or conditions of the Plan shall not be deemed a waiver of
such term, covenant or condition. A waiver of any provision of the Plan must
be made in writing, designated as a waiver, and signed by the party against
whom its enforcement is sought. Any waiver or relinquishment of any right or
power hereunder at any one or more times shall not be deemed a waiver or
relinquishment of such right or power at any other time or times.
(f) Notwithstanding anything herein contained to the contrary, any
benefits paid by the Company, whether pursuant to this Plan or otherwise,
are subject to and conditioned upon their compliance with section 18(k) of
the Federal Deposit Insurance Act, 12 U.S.C. Section 1828(k), and any
regulations promulgated thereunder.
(g) The Plan shall be construed, administered and enforced
according to the laws of the Commonwealth of Massachusetts, without giving
effect to the conflict of laws principles thereof, except to the extent that
such laws are preempted by federal law.
