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EXHIBIT 10.6
FIFTH AMENDMENT
TO THE
BROOKLINE SAVINGS BANK EMPLOYEE STOCK OWNERSHIP
PLAN
The Brookline Savings Bank Employee Stock Ownership Plan is hereby
amended effective January 1, 2000, unless otherwise stated in
accordance with the following:
Section 2, Definitions, the definition of "Employer" is hereby amended
as follows:
"Employer" means the Bank or any affiliate (within the purview
of section 414(b), (c) or (m) and 415(h) of the Code) which
adopts this Plan with the Bank's consent pursuant to Section
13.1 or any other corporation, Partnership, or proprietorship
which adopts this Plan with the Bank's consent pursuant to
section 13.1, and any entity which succeeds to the business of
the Employer and adopts the Plan pursuant to section 13.2.
IN WITNESS THEREOF, this amendment has been adopted by the Bank as of
the 21st of June, 2000 and executed by its duly authorized officers.
ATTEST: BROOKLINE SAVINGS BANK
\s\ Charles H. Peck \s\ Richard P. Chapman, Jr.
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Secretary Executive Officer
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EXHIBIT 10.6a
LIGHTHOUSE BANK
STOCK OPTION AGREEMENT
This Stock Option Agreement ("Option Agreement") entered into
effective as of this 3rd day of May, 2000, represents the understanding of
Thomas R. Venables ("Executive") and Lighthouse Bank (the "Bank") and
Brookline Bancorp, Inc. ("BBI"), with respect to options ("Options") to
acquire the common stock of the Bank in the amount and pursuant to the terms
described below.
RECITALS:
A. BBI has entered into an employment agreement ("Employment
Agreement") with Executive dated as of August 1, 1999, which Employment
Agreement has been assumed by the Bank;
B. In partial consideration of Executive's entering into such
Employment Agreement, the Bank desires to grant Options to the Executive upon
the following terms and conditions:
In consideration of their mutual covenants and other good and valued
consideration, the receipt of which is hereby acknowledged, the parties hereto
agree as follows:
(1) Executive is hereby granted Options to purchase four percent
(4%) of the common stock of the Bank (or 40,000 options),
which Options shall be treated as incentive stock options to
the extent permissible under federal law.
(2) The Options granted herein shall vest at the rate of forty
percent (40%) at the end of the first twelve months following
the date hereof (the "Anniversary Date") and thereafter shall
vest at the rate of twenty percent (20%) on each succeeding
Anniversary Date. Provided, however, that upon a Change in
Control (as defined in the Employment Agreement), each Option
granted hereunder shall automatically be deemed fully vested
for all purposes.
(3) In event the Bank issues any additional shares of common stock
in exchange for additional capital, the Executive shall be
granted additional Options equal to four percent (4%) of the
additional shares issued; provided, however, that new Options
shall not be granted with respect to any shares to be sold in
a public offering of the Bank's common stock for which a
registration statement is filed with the Securities and
Exchange Commission.
(4) The exercise price of each Option granted hereby shall be
Twenty-Five Dollars ($25.00), which is the per share price
paid by BBI at the time of initial capitalization of the Bank,
and is the fair market value of the shares on the date of
grant. The exercise price of any additional Options that may
be granted to Executive in connection with the issuance of
additional shares of common stock shall be the per share price
paid for the additional shares. It is contemplated that such
per share price shall be the same as the per share fair market
value of the additional shares on the date they are issued.
(5) In the event there is no public market for the common stock of
the Bank at the end of four (4) years from the date hereof,
Executive shall have the right to sell to BBI or, at the
election of BBI, to the Bank, shares of the Bank obtained
through the exercise of options which were exercised at least
six months prior to the date of sale. The maximum number of
shares that can be sold to BBI, or at the election of BBI, to
the Bank each year shall equal fifty percent (50%) of the
shares covered by the Options granted and the sales price per
share shall be the per share fair market value at the time of
sale. If no public market exists for the Bank's common stock,
at the request of Executive, which request shall not be made
more than once in any twelve (12) month period, or at the
election of BBI, BBI shall engage an independent appraisal
firm to determine the fair market value of the Bank's common
stock beginning at the end of the fourth year after formation
of the Bank. In the event of a sale to BBI in accordance with
this paragraph, BBI may elect to
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engage an independent appraisal firm to determine the fair
market value of the common stock of the Bank. If no new
appraisal is obtained, the fair market value of the Bank's
common stock shall be deemed to be the fair market value
determined at the last valuation.
(6) In the event of the occurrence of an Event of Termination (as
defined in the Employment Agreement), Executive shall have the
right to receive a cash payment equal to the difference
between the fair market value of the Executive's vested
Options and the exercise price of such Options. BBI shall
engage an independent appraisal firm to determine the fair
market value as of the Date of Termination (as defined in the
Employment Agreement).
ATTEST: LIGHTHOUSE BANK
By: /s/ Linda Rosen By: /s/ Richard P. Chapman, Jr.
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Linda Rosen Richard P. Chapman, Jr.
WITNESS: EXECUTIVE
/s/Thomas R. Venables /s/Claire S. Bean
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Thomas R. Venables Claire S. Bean
ATTEST: BROOKLINE BANCORP, INC.
/s/Linda Rosen /s/Richard P. Chapman, Jr.
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Linda Rosen Richard P. Chapman, Jr.
