Exhibit 10.1


 


DANVERSBANK


 


SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN


 


 


As
Amended and Restated Effective as of September 29, 2010


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  ARTICLE I
  DEFINITIONS

  	
  1

  
	
  1.1

  	
  BENEFICIARY

  	
  1

  
	
  1.2

  	
  BENEFIT

  	
  1

  
	
  1.3

  	
  BENEFIT COMMENCEMENT DATE

  	
  1

  
	
  1.4

  	
  BOARD

  	
  2

  
	
  1.5

  	
  CAUSE

  	
  2

  
	
  1.6

  	
  CHANGE IN CONTROL

  	
  2

  
	
  1.7

  	
  CODE

  	
  2

  
	
  1.8

  	
  DISABILITY

  	
  2

  
	
  1.9

  	
  EARLY RETIREMENT AGE

  	
  3

  
	
  1.10

  	
  EFFECTIVE DATE

  	
  3

  
	
  1.11

  	
  EMPLOYER

  	
  3

  
	
  1.12

  	
  ERISA

  	
  3

  
	
  1.13

  	
  FINAL AVERAGE COMPENSATION

  	
  3

  
	
  1.14

  	
  401(k) PLAN

  	
  3

  
	
  1.15

  	
  NORMAL RETIREMENT AGE

  	
  3

  
	
  1.16

  	
  PARTICIPANT

  	
  3

  
	
  1.17

  	
  PENSION PLAN

  	
  3

  
	
  1.18

  	
  PIA

  	
  3

  
	
  1.19

  	
  PLAN

  	
  4

  
	
  1.20

  	
  SEPARATION FROM SERVICE

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE II
  BENEFITS

  	
  4

  
	
  2.1

  	
  RETIREMENT BENEFIT

  	
  4

  
	
  2.2

  	
  PRE-RETIREMENT INVOLUNTARY TERMINATION BENEFIT

  	
  4

  
	
  2.3

  	
  DISABILITY BENEFITS

  	
  5

  
	
  2.4

  	
  DEATH BENEFITS

  	
  5

  
	
  2.5

  	
  CHANGE IN CONTROL BENEFITS

  	
  5

  
	
  2.6

  	
  ACTUARIAL ASSUMPTIONS

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE III
  ENTITLEMENT TO BENEFITS

  	
  5

  
	
  3.1

  	
  RETIREMENT

  	
  5

  
	
  3.2

  	
  DEATH

  	
  6

  
	
  3.3

  	
  CERTAIN TERMINATIONS PRIOR TO RETIREMENT

  	
  6

  
	
  3.4

  	
  FORFEITURE

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV
  DISTRIBUTION OF BENEFITS

  	
  6

  
	
  4.1

  	
  AMOUNT

  	
  6

  
	
  4.2

  	
  METHOD OF PAYMENT

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE V
  BENEFICIARIES; PARTICIPANT DATA

  	
  7

  
	
  5.1

  	
  DESIGNATION OF BENEFICIARIES

  	
  7

  



 


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  5.2

  	
  INFORMATION TO BE
  FURNISHED BY PARTICIPANT AND BENEFICIARIES; INABILITY TO LOCATE PARTICIPANT OR
  BENEFICIARIES

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI
  ADMINISTRATION AND RECORDKEEPING

  	
  8

  
	
  6.1

  	
  ADMINISTRATIVE AND RECORDKEEPING AUTHORITY

  	
  8

  
	
  6.2

  	
  UNIFORMITY OF DISCRETIONARY ACTS

  	
  8

  
	
  6.3

  	
  LITIGATION

  	
  8

  
	
  6.4

  	
  CLAIMS PROCEDURE

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII
  AMENDMENT

  	
  10

  
	
  7.1

  	
  RIGHT TO AMEND

  	
  10

  
	
  7.2

  	
  AMENDMENT REQUIRED BY LAW

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII
  TERMINATION

  	
  11

  
	
  8.1

  	
  EMPLOYER’S RIGHT TO TERMINATE PLAN

  	
  11

  
	
  8.2

  	
  AUTOMATIC TERMINATION OF PLAN

  	
  11

  
	
  8.3

  	
  SUCCESSOR TO EMPLOYER

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX
  MISCELLANEOUS

  	
  11

  
	
  9.1

  	
  LIMITATIONS ON LIABILITY OF EMPLOYER

  	
  11

  
	
  9.2

  	
  CONSTRUCTION

  	
  12

  
	
  9.3

  	
  SPENDTHRIFT PROVISION

  	
  12

  



 


ii

















 


DANVERSBANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


Amended and Restated
Effective as of September 29, 2010


 


RECITALS


 


This Danversbank Supplemental Executive Retirement
Plan (the “Plan”) as adopted by Danversbank, formerly known as Danvers Savings
Bank (the “Employer”), effective August 1, 2003, as previously
amended, is hereby further amended and restated as follows:


 


The Plan has been established and will be maintained
for the benefit of certain select management or highly compensated employees of
the Employer. The purpose of the Plan is to offer eligible employees retirement
benefits to supplement their retirement benefits under the Employer’s
tax-qualified retirement plan(s).


 


The Plan is intended to be a “top hat plan” (i.e., an
unfunded deferred compensation plan maintained for members of a select group of
management or highly compensated employees of the Employer), pursuant to
sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”).


 


ARTICLE I

DEFINITIONS


 


The following terms, as used herein, unless a
different meaning clearly is implied by the context, have the following
meanings:


 


1.1           BENEFICIARY
means any individual or individuals so designated in accordance with the
provisions of Article V.


 


1.2           BENEFIT
means the amount accrued by a Participant as determined under Article II.


 


1.3           BENEFIT
COMMENCEMENT DATE means generally the date on which benefits under the Plan
are to be made or commence, which shall be as soon as administratively
practicable following the end of the calendar year in which occurs the
Participant’s Separation from Service with the Employer, as provided herein;
provided, however, that if benefits are payable on account of the Participant’s
Separation from Service within one (1) year following a Change in Control
that also constitutes a “change in control event” within the meaning of
Section 409A of the Code and the regulations promulgated thereunder, the
Benefit Commencement Date shall be within 30 days of the Participant’s
Separation from Service. The preceding notwithstanding, if a Participant’s
Benefit is payable pursuant to Section 2.2 on account of the Participant’s
involuntary termination by the Employer without Cause occurring prior to
attainment of Early Retirement Age or Normal Retirement Age and prior to a
Change in Control, the Participant’s Benefit Commencement Date shall be as soon
as administratively practicable following the end of the calendar year in which
occurs the later of (i) the Participant’s sixtieth (60th) birthday, or
(ii) the Participant’s Separation from Service. In the event the 


 

















 


Participant is considered a “specified employee”
within the meaning of Section 409A of the Code, in no event may the
Benefit Commencement Date be earlier than six months after the Participant’s
Separation from Service.


 


1.4           BOARD
means the Board of Directors of the Employer.


 


1.5           CAUSE
means the occurrence, as reasonably determined by the Board, of the willful and
continued failure of a Participant to perform his or her duties, and/or of the
willful action, or failure to act, by a Participant that results in actual or
expected injury to the Employer, financial or otherwise.


 


1.6           CHANGE
IN CONTROL means the earliest date upon which one of the following events
is consummated: the sale of all or substantially all of the assets of the
Danvers Bancorp, Inc. (the “Company”) or the Employer; a merger of the
Company or the Employer into another banking institution or entity where the
Company or the Employer is not the surviving entity; any “person” as such term
is used in Section 13(d) and 14(d) of the Securities Exchange
Act of 1934 (the “Act”) (other than the Company or an entity controlled by the
Company (an “Intermediate Holding Company”)), together with all “affiliates”
and “associates” (as such terms are defined in Rule 12b-2 under the Act)
of such person, shall become the “beneficial owner” (as such term is defined in
Rule 13d-3 under the Act), directly or indirectly, of securities of the
Company, an Intermediate Holding Company or of the Employer, as the case may
be, representing twenty percent (20%) or more of the combined voting power of
the Company’s, the Intermediate Holding Company’s or the Employer’s, as the
case may be, then outstanding securities having the right to vote in an
election of the Board of Directors of the Company, the Intermediate Holding
Company or the Employer, as the case may be, in each case other than as a result
of an acquisition of securities directly from the Company, the Intermediate
Holding Company or the Employer; or, whenever individuals who are Continuing
Directors of the Company or of the Employer (as defined hereafter) cease for
any reason to constitute at least a majority of the Board of Directors of the
Company or the Employer, respectively. For this purpose, a “Continuing
Director” shall mean (i) an individual who was a Director of the Company
or the Employer as of January 1, 2000, and (ii) any new Director
whose election after January 1, 2000 to the Board of Trustees or Directors
of the Company or the Employer, as the case may be, was approved by a vote of
at least two-thirds (2/3) of the Trustees/Directors of the Company or the
Employer, as applicable, who were either Trustees or Directors as of
January 1, 2000 or whose election was previously so approved by two-thirds
of the Continuing Directors.


 


1.7           CODE
means the Internal Revenue Code of 1986 and the regulations thereunder, as
amended from time to time.


 


1.8           DISABILITY
means the Participant is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment that can
be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, or the Participant is, by reason of any
medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, receiving income replacement benefits for a period of not less
than three months under an accident and health plan of the Employer. If the
Participant qualifies to receive Social Security disability benefits, he or she
is deemed to have incurred a Disability.


 


2

















 


1.9           EARLY
RETIREMENT AGE means the later of a Participant’s sixtieth (60th) birthday
or the date on which the Participant has completed ten (10) years of
service with the Employer, as reasonably determined by the Board.


 


1.10         EFFECTIVE
DATE means the effective date of this Plan, which shall be August 1,
2003. The effective date of the amendment and restatement of this Plan is as of
April 11, 2008.


 


1.11         EMPLOYER
means Danversbank, its successors and assigns unless otherwise herein provided,
or any other corporation or business organization which, with the consent of
Danversbank, or its successors or assigns, assumes the Employer’s obligations
hereunder.


 


1.12         ERISA
means the Employee Retirement Income Security Act of 1974 and the regulations
thereunder, as amended from time to time.


 


1.13         FINAL
AVERAGE COMPENSATION means the Participant’s average annual base salary and
bonus, unreduced by any voluntary salary reduction contributions made by the
Participant to any Employer-sponsored employee benefit or welfare plan, paid by
the Employer to the Participant during the three (3) calendar years within
the Participant’s last five (5) calendar years of employment with the
Employer which yield the largest total. A Participant’s Final Average
Compensation shall be annualized or pro-rated, as appropriate, in the case of


 


(a)           partial
calendar years of employment, using the Participant’s actual number of years of
base salary and bonus if the Participant had been employed for less than the
three (3) prior calendar years, or


 


(b)           a
multi-year bonus or similarly extraordinary item of compensation which is
attributable to multiple calendar years, in such manner as the Board shall
reasonably determine.


 


1.14         401(k) PLAN
means the SBERA 401(k) Plan as Adopted by Danversbank.


 


1.15         NORMAL
RETIREMENT AGE means a Participant’s sixty-fifth (65th) birthday.


 


1.16         PARTICIPANT
means Kevin T. Bottomley, James McCarthy, John J. O’Neil, L. Mark Panella and
any other individual who is designated by the Board to be a Participant under
the Plan, provided such individual is a member of a select group of the
Employer’s management or highly compensated employees, within the meaning of
sections 201(2), 301(a)(3), and 401(a)(1) of ERISA.


 


1.17         PENSION
PLAN means the SBERA Pension Plan as Adopted by Danversbank.


 


1.18         PIA
means the Primary Insurance Amount under Social Security. When determined at an
age other than Social Security retirement age, PIA reflects future compensation
(from age at determination to Social Security retirement age) equal to
compensation in the last calendar year before the determination date. For the
year of determination, PIA reflects the greater of actual compensation or
compensation in the calendar year before the determination date.


 


3

















 


1.19         PLAN
means this Danversbank Supplemental Executive Retirement Plan, as amended from
time to time.


 


1.20         SEPARATION
FROM SERVICE is deemed to occur when the Employer and the Participant reasonably
anticipate that no further services would be performed by the Participant for
the Employer after a certain date or that the level of bona fide service the
Participant would perform for the Employer after such date (whether as an
employee or as an independent contractor) would permanently decrease to no more
than 20 percent of the average level of bona fide services performed by the
Participant for the Employer over the immediately preceding 36-month period (or
period of employment, if less than 36 months).


 


ARTICLE II

BENEFITS


 


2.1           RETIREMENT
BENEFIT. Upon a Participant’s Separation from Service with the Employer
after having attained Early Retirement Age or Normal Retirement Age, the
Participant’s Benefit hereunder, when calculated in the form of annual
installments beginning at the Benefit Commencement Date, shall consist of
fifteen (15) annual payments, each equal to a “designated percentage” of
(a) minus (b) minus (c) minus (d), where:


 


(a)           equals
the Participant’s Final Average Compensation;


 


(b)           equals
the portion of the Participant’s accrued benefit under the Pension Plan which
is attributable to the Employer contributions made thereto, expressed as a
single life annuity payable at Early Retirement Age or Normal Retirement Age,
as applicable;


 


(c)           equals
the portion of the Participant’s account under the 401(k) Plan which is
attributable to Employer contributions (whether matching or discretionary) made
thereto, expressed as a single life annuity payable at Early Retirement Age or
Normal Retirement Age, as applicable; and


 


(d)           equals
one-half (1⁄2) of the amount the Participant would receive annually in PIA
beginning at age sixty-five (65) (or beginning at the actual commencement of
PIA, if earlier).


 


Each Participant’s “designated percentage” is set
forth in Schedule I, attached hereto.


 


The above notwithstanding, if the Participant
terminates employment with the Employer prior to attaining Normal Retirement
Age, the Participant’s Benefit, calculated as provided above, shall be reduced
(unless the Participant’s Separation from Service with the Employer is caused
by the Participant’s death or Disability or happens at any time following a
Change in Control) by three percent (3%) of the Participant’s Benefit
multiplied by the number of full years by which the date of the Participant’s
Separation from Service with the Employer precedes the Participant’s Normal
Retirement Age.


 


2.2           PRE-RETIREMENT
INVOLUNTARY TERMINATION BENEFIT. Subject to Section 2.5, if the
Participant terminates employment with the Employer prior to attaining Early
Retirement Age or Normal Retirement Age, and the termination is due to the
Participant’s


 


4

















 


involuntary termination by the Employer without Cause,
the Participant’s Benefit shall be determined under Section 2.1 as though
the Participant had terminated employment voluntarily upon attaining Early
Retirement Age (i.e., the Participant shall receive a Benefit with an
appropriate early retirement reduction), but using the Participant’s Final
Average Compensation, Pension Plan and 401(k) Plan benefits, and PIA as of
his or her actual date of Separation from Service with the Employer.


 


2.3           DISABILITY
BENEFITS. The Participant’s Benefit payable hereunder in the event of the
Participant’s Disability during employment with the Employer but prior to
attaining Normal Retirement Age, shall be determined under Section 2.1 as
though the Participant had terminated employment upon attaining Normal
Retirement Age (i.e., the Benefit shall not decreased by an early retirement
reduction), but using the Participant’s Final Average Compensation, Pension
Plan and 401(k) Plan benefits, and PIA as of his or her date of
Disability.


 


2.4           DEATH
BENEFITS. In the event of a Participant’s Separation from Service with the
Employer on account of the Participant’s death, the Beneficiary’s Benefit
hereunder, when calculated in the form of annual installments beginning at the
Benefit Commencement Date, shall consist of fifteen (15) annual payments, each
equal to a “designated percentage” of the Participant’s Final Average
Compensation. Each Participant’s “designated percentage” is set forth in
Schedule I, attached hereto.


 


2.5           CHANGE
IN CONTROL BENEFITS. In the event of a Participant’s Separation from
Service with the Employer at any time following a Change in Control but prior
to attaining Normal Retirement Age, other than a termination by reason of death
or Disability, the Participant’s Benefit hereunder shall be determined under
Section 2.1 as though the Participant had terminated employment upon
attaining Normal Retirement Age (i.e., the Benefit shall not decreased by an
early retirement reduction), but using the Participant’s Final Average
Compensation, Pension Plan and 401(k) Plan benefits, and PIA as of his or
her date of Separation from Service.


 


2.6           ACTUARIAL
ASSUMPTIONS. All calculations concerning the Participant’s Benefit
hereunder, including calculations of the life annuity value of the
Participant’s benefits under the Pension Plan or the 401(k) Plan, lump sum
equivalence of the Benefit or any other calculations that require the
utilization of actuarial assumptions, shall be calculated using an interest
rate of 4.5 percent and the mortality table prescribed by
Section 417(e) of the Code for qualified retirement plans.


 


ARTICLE III

ENTITLEMENT TO BENEFITS


 


3.1           RETIREMENT.
If the Participant terminates employment with the Employer on or subsequent to
the Participant’s attainment of Early Retirement Age or Normal Retirement Age
for reasons other than death, the Participant’s Benefit, as determined pursuant
to Section 2.1, shall become payable to the Participant according to the
provisions of Article IV.


 


5

















 


3.2           DEATH.
If a Participant dies prior to his or her Separation from Service with the
Employer, the Beneficiary’s Benefit, as determined pursuant to
Section 2.4, shall become payable to the Participant’s designated
Beneficiary according to the provisions of Article IV.


 


3.3           CERTAIN
TERMINATIONS PRIOR TO RETIREMENT. If the Participant terminates employment
with the Employer prior to the Participant’s attainment of Normal Retirement
Age as a result of the Participant’s Disability or at any time following a
Change in Control, or if the Participant terminates employment with the
Employer prior to the Participant’s attainment of Early Retirement Age or
Normal Retirement Age as a result of an involuntary termination by the Employer
without Cause that does not follow a Change in Control, the Participant’s
Benefit, as determined pursuant to Section 2.2, Section 2.3 or
Section 2.5, as applicable, shall become payable to the Participant (or to
the Participant’s legal representative, in the case of incapacity) according to
the provisions of Article IV.


 


3.4           FORFEITURE.
The Participant and his or her Beneficiary shall forfeit any Benefit accrued
under the Plan upon the Participant’s Separation from Service with the Employer
prior to the Participant’s Early Retirement Age or Normal Retirement Age,
unless the Participant’s Separation from Service with the Employer was caused
by the Participant’s death, Disability or involuntary termination by the
Employer without Cause, or happens at any time following a Change in Control or
termination of the Plan.


 


ARTICLE IV

DISTRIBUTION OF BENEFITS


 


4.1           AMOUNT.
The amount of Benefits payable to a Participant (or his or her Beneficiary or
Beneficiaries) shall be determined under Article II.


 


4.2           METHOD
OF PAYMENT.


 


(a)           Cash
Distributions. All distributions under the Plan shall be made in cash.


 


(b)           Timing
of Distribution. A Participant or a Participant’s Beneficiary, as
applicable, shall receive or commence to receive his or her Benefit on the
Benefit Commencement Date.


 


(c)           Forms
of Distribution. The Participant’s Benefit shall be paid in fifteen (15)
equal annual installments unless the Participant has elected to receive his or
her Benefit in a lump sum. Such election may only be made at the commencement
of his or her participation in the Plan or during 2008 without restriction if
the Participant does not have a Separation from Service in 2008. Beginning in
2009, a Participant may change his or her election to an allowable alternative
form of distribution by submitting a new election to the Employer, provided
that (i) such new election must be submitted at least one (1) year
prior to his or her Benefit Commencement Date, (ii) such new election
cannot take effect for at least 12 months, and (iii) the new Benefit
Commencement Date must be delayed by at least five (5) years from the
original Benefit Commencement Date.


 


The preceding notwithstanding, in the case of a
Participant whose employment with the Employer terminates for any reason upon
or within one (1) year following a Change in Control


 


6

















 


that also constitutes a “change in control event”
within the meaning of Section 409A of the Code and the regulations
promulgated thereunder, the form of his or her Benefit shall be a single lump
sum.


 


If the Participant dies prior to his or her Separation
from Service with the Employer, or after Separation from Service but prior to
the completion of the Participant’s Benefit distribution, the Participant’s
Beneficiary shall receive the Benefit, or the unpaid portion of the Benefit, in
the same form as the Benefit was being, or was to be, distributed prior to the
Participant’s death.


 


ARTICLE V

BENEFICIARIES; PARTICIPANT DATA


 


5.1           DESIGNATION
OF BENEFICIARIES. The Participant from time to time may designate any
person or persons (who may be named contingently or successively) to receive
such Benefits as may be payable under the Plan upon or after the Participant’s
death, and such designation may be changed from time to time by the Participant
by filing a new designation with the Employer. Each designation by the Participant
will revoke all prior designations by the Participant, shall be in the form
prescribed by the Employer and will be effective only when filed in writing
with the Employer during the Participant’s lifetime.


 


In the absence of a valid Beneficiary designation, or
if, at the time any Benefit payment is due to a Beneficiary, there is no living
Beneficiary validly named by the Participant, the Employer shall pay any such
Benefit payment to the Participant’s next of kin.


 


5.2           INFORMATION
TO BE FURNISHED BY PARTICIPANT AND BENEFICIARIES; INABILITY TO LOCATE
PARTICIPANT OR BENEFICIARIES. Any communication, statement or notice
addressed to the Participant or to a Beneficiary at his or her last post office
address as shown on the Employer’s records shall be binding on the Participant
or Beneficiary for all purposes of the Plan. The Employer shall not be obliged
to search for the Participant or any Beneficiary beyond the sending of a
registered letter to such last known address. If the Employer notifies the Participant
or any Beneficiary that he or she is entitled to an amount under the Plan and
the Participant or Beneficiary fails to claim such amount or make his or her
location known to the Employer within three (3) years thereafter, then,
except as otherwise required by law, if the location of one or more of the next
of kin of the Participant is known to the Employer, the Employer may direct
distribution of such amounts to any one or more or all of such next of kin, and
in such proportions as the Employer determines. If the location of none of the
foregoing persons can be determined, the Employer shall have the right to
direct that the amount payable shall be deemed to be a forfeiture and paid to
the Employer, except that the dollar amount of the forfeiture, unadjusted for
imputed interest in the interim, shall be paid by the Employer if a claim for
the Benefit subsequently is made by the Participant or Beneficiary to whom it
was payable. If a Benefit payable to the Participant or Beneficiary is subject
to escheat pursuant to applicable state law, the Employer shall not be liable
to any person for any payment made in accordance with such law.


 


7
















 


ARTICLE VI

ADMINISTRATION AND RECORDKEEPING


 


6.1                               ADMINISTRATIVE
AND RECORDKEEPING AUTHORITY.  Except as otherwise specifically provided
herein, the Board shall have the sole responsibility for and the sole control
of the operation, administration and recordkeeping of the Plan, and shall have
the power and authority to take all action and to make all decisions and
interpretations which may be necessary or appropriate in order to administer
and operate the Plan, including, without limiting the generality of the
foregoing, the power, duty and responsibility to:


 


(a)           Resolve
and determine all disputes or questions arising under the Plan, including the
power to determine the rights of the Participant and Beneficiaries, and their
respective Benefits, and to remedy any ambiguities, inconsistencies or
omissions, in the Plan.


 


(b)           Adopt
such rules of procedure and regulations as in its opinion may be necessary
for the proper and efficient administration of the Plan and as are consistent
with the Plan.


 


(c)           Implement
the Plan in accordance with its terms and the rules and regulations
adopted as above.


 


(d)           Make
determinations concerning the crediting and distribution of the Participant’s
Benefits.


 


6.2                               UNIFORMITY OF
DISCRETIONARY ACTS.  Whenever in
the administration or operation of the Plan discretionary actions by the
Employer are required or permitted, such action shall be consistently and
uniformly applied to all persons similarly situated, and no such action shall
be taken which shall discriminate in favor of any particular person or group of
persons.


 


6.3                               LITIGATION.  In any action or judicial proceeding
affecting the Plan, it shall be necessary to join as a party only the
Employer.  Except as may be otherwise
required by law, neither the Participant nor any Beneficiary shall be entitled
to any notice or service of process, and any final judgment entered in such
action shall be binding on all persons interested in, or claiming under, the
Plan.


 


6.4                               CLAIMS
PROCEDURE.  This Section 6.4
is based on final regulations issued by the Department of Labor and published
in the Federal Register on November 21, 2000 and codified at 29
C.F.R. section 2560.503-1.  If any
provision of this Section 6.4 conflicts with the requirements of those
regulations, the requirements of those regulations will prevail.


 


(a)           Initial
Claim.  A Participant or Beneficiary
(hereinafter referred to as a “Claimant”) who believes he or she is entitled to
any Benefit under this Plan may file a claim with the Board.  The Board shall review the claim itself or
appoint an individual or an entity to review the claim.


 


The
Claimant shall be notified within ninety (90) days after the claim is filed
whether the claim is allowed or denied, unless the Claimant receives written
notice from the Board or 


 


8

















 


appointee
of the Board prior to the end of the ninety (90) day period stating that
special circumstances require an extension of the time for decision, such
extension not to extend beyond the day which is one hundred eighty (180) days
after the day the claim is filed.


 


If
the Board denies a claim, it must provide to the Claimant, in writing or by
electronic communication:


 


(i)            The specific reasons for the denial;


 


(ii)           A reference to the Plan provision upon which the denial is
based;


 


(iii)          A description of any additional information or material
that the Claimant must provide in order to perfect the claim;


 


(iv)          An explanation of why such additional material or
information is necessary;


 


(v)           Notice that the Claimant has a right to request a review
of the claim denial and information on the steps to be taken if the Claimant
wishes to request a review of the claim denial; and


 


(vi)          A statement of the Claimant’s right to bring a civil action
under ERISA section 502(a) following a denial on review of the initial
denial.


 


(b)                                 Review
Procedures.  A request
for review of a denied claim must be made in writing to the Board within sixty
(60) days after receiving notice of denial. 
The decision upon review will be made within sixty (60) days after the
Board’s receipt of a request for review, unless special circumstances require
an extension of time for processing, in which case a decision will be rendered
not later than one hundred twenty (120) days after receipt of a request for
review.  A notice of such an extension
must be provided to the Claimant within the initial sixty (60) day period and
must explain the special circumstances and provide an expected date of
decision.


 


The
reviewer shall afford the Claimant an opportunity to review and receive,
without charge, all relevant documents, information and records and to submit
issues and comments in writing to the Board. 
The reviewer shall take into account all comments, documents, records and
other information submitted by the Claimant relating to the claim regardless of
whether the information was submitted or considered in the initial benefit
determination.


 


Upon
completion of its review of an adverse initial claim determination, the Board
will give the Claimant, in writing or by electronic notification, a notice
containing:


 


(i)            its decision;


 


(ii)           the specific reasons for the decision;


 


(iii)          the relevant Plan provisions on which its decision is
based;


 


9

















 


(iv)          a statement that the Claimant is entitled to receive, upon
request and without charge, reasonable access to, and copies of, all documents,
records and other information in the Plan’s files which is relevant to the
Claimant’s claim for Benefits;


 


(v)           a statement describing the Claimant’s right to bring an
action for judicial review under ERISA section 502(a); and


 


(vi)          if an internal rule, guideline, protocol or other similar
criterion was relied upon in making the adverse determination on review, a
statement that a copy of the rule, guideline, protocol or other similar
criterion will be provided without charge to the Claimant upon request.


 


(c)                                  Calculation of
Time Periods.  For
purposes of the time periods specified in this Section, the period of time
during which a benefit determination is required to be made begins at the time
a claim is filed in accordance with the Plan procedures without regard to
whether all the information necessary to make a decision accompanies the
claim.  If a period of time is extended
due to a Claimant’s failure to submit all information necessary, the period for
making the determination shall be tolled from the date the notification is sent
to the Claimant until the date the Claimant responds.


 


(d)                                 Failure of Plan
to Follow Procedures.  If the Plan
fails to follow the claims procedures required by this Section, a Claimant
shall be deemed to have exhausted the administrative remedies available under
the Plan and shall be entitled to pursue any available remedy under ERISA
section 502(a) on the basis that the Plan has failed to provide a
reasonable claims procedure that would yield a decision on the merits of the
claim.


 


(e)                                  Failure of
Claimant to Follow Procedures.  A Claimant’s compliance with the foregoing
provisions of this Article VI is a mandatory prerequisite to the Claimant’s
right to commence any legal action with respect to any claim for Benefits under
the Plan.


 


ARTICLE VII

AMENDMENT


 


7.1                               RIGHT TO AMEND.  The Board, by written instrument, shall have
the right to amend the Plan at any time and with respect to any provisions
hereof, and all parties hereto or claiming any interest hereunder shall be
bound by such amendment; provided, however, that no such amendment shall
deprive the Participant or any Beneficiary of a right accrued hereunder prior
to the date of the amendment, including the right to receive the payment of his
or her Benefit upon a Benefit entitlement event, or earlier as provided herein.


 


7.2                               AMENDMENT
REQUIRED BY LAW. 
Notwithstanding the provisions of Section 7.1, the Plan may be
amended at any time, retroactively if required, if found necessary, in the
opinion of the Board, in order to ensure that the Plan is characterized as a
non-tax-qualified plan of deferred compensation maintained for members of a
select group of management or highly compensated employees as described under
Code section 451 and ERISA sections 201(2), 301(a)(3) and 401(a)(1), to
conform the Plan to the provisions and requirements of any applicable law
(including ERISA and the Code).


 


10

















 


ARTICLE VIII

TERMINATION


 


8.1                               EMPLOYER’S
RIGHT TO TERMINATE PLAN.  The
Board may not terminate the Plan without the written consent of the
Participants.  No such termination shall
deprive the Participant or any Beneficiary of a right accrued hereunder prior
to the date of termination and provided that, upon termination, the Participant
shall become fully and immediately vested in his or her Benefit.  The manner of calculation and timing of distribution
of such Benefit shall depend upon which Section of Article II is
applicable to the Participant (i.e., they shall depend upon the reason for the
Participant’s ultimate Separation from Service with the Employer), except that
a Participant’s voluntary Separation from Service shall be considered an
involuntary termination without Cause for these purposes and the Participant’s
Final Average Compensation, Pension Plan and 401(k) Plan benefits, and PIA
as of the date of Plan termination shall apply. 
Benefits payment to the Participants shall not be accelerated as a
result of a Plan termination except to the extent permitted by Section 409A
of the Code.


 


8.2                               AUTOMATIC
TERMINATION OF PLAN.  Except in
the case of an adoption by a successor to the Employer as provided in Section 8.3,
the Plan shall terminate automatically upon the dissolution of the Employer or
upon the Employer’s merger into or consolidation with any other corporation or
business organization which does not specifically adopt and agree to continue
the Plan; provided, however, that no such termination shall deprive the
Participant or any Beneficiary of a right accrued hereunder prior to the date
of termination and provided that, upon termination, the Participant shall
become fully and immediately vested in his or her Benefit.  The manner of calculation and timing of
distribution of such Benefit shall depend upon which Section of Article II
is applicable to the Participant (i.e., they shall depend upon the reason for
the Participant’s ultimate Separation from Service with the Employer), except
that a Participant’s voluntary Separation from Service shall be considered an
involuntary termination without Cause for these purposes and the Participant’s
Final Average Compensation, Pension Plan and 401(k) Plan benefits, and PIA
as of the date of Plan termination shall apply).


 


8.3                               SUCCESSOR TO
EMPLOYER.  Any
corporation or other business organization which is a successor to the Employer
by reason of a consolidation, merger or purchase of substantially all of the
assets of the Employer shall have the right to become a party to the Plan by
adopting the same by resolution of the entity’s board of directors or other
appropriate governing body.  If, within
thirty (30) days from the effective date of such consolidation, merger or sale
of assets, such new entity does not become a party hereto, as above provided,
the Plan shall be terminated automatically, and the provisions of the foregoing
Sections shall become operative.


 


ARTICLE IX

MISCELLANEOUS


 


9.1                               LIMITATIONS ON
LIABILITY OF EMPLOYER. 
Neither the establishment of the Plan nor any modification thereof, nor
the creation of any account under the Plan, nor the payment of any benefits
under the Plan, shall be construed as giving to the Participant or any other
person any legal or equitable right against the Employer or any officer or
employee thereof, except as provided by law or by any Plan provision.


 


11

















 


9.2                               CONSTRUCTION.  If any provision of the Plan is held to be
illegal or void, such illegality or invalidity shall not affect the remaining
provisions of the Plan, but shall be fully severable, and the Plan shall be
construed and enforced as if said illegal or invalid provisions had never been
inserted herein.  For all purposes of the
Plan, where the context permits, the singular shall include the plural, and the
plural shall include the singular. 
Headings of Articles and Sections herein are inserted only for
convenience of reference and are not to be considered in the construction of
the Plan.  The laws of the Commonwealth
of Massachusetts shall govern, control and determine all questions of law
arising with respect to the Plan and the interpretation and validity of its
respective provisions, except where those laws are preempted by the laws of the
United States.  Participation under the
Plan will not give a Participant the right to be retained in the service of the
Employer nor any right or claim to any benefit under the Plan unless such right
or claim has specifically accrued hereunder.


 


The
Plan is intended to be and at all times shall be interpreted and administered
so as to qualify as an unfunded plan of deferred compensation, and no provision
of this Plan shall be interpreted so as to give any individual any right in any
assets of the Employer which right is greater than the rights of any general
unsecured creditor of the Employer.


 


9.3                               SPENDTHRIFT
PROVISION.  No amount
payable to a Participant or any Beneficiary under the Plan will, except as
otherwise specifically provided by law, be subject in any manner to
anticipation, alienation, attachment, garnishment, sale, transfer, assignment
(either at law or in equity), levy, execution, pledge, encumbrance, charge or
any other legal or equitable process, and any attempt to do so will be void;
nor will any Benefit hereunder be in any manner liable for or subject to the
debts, contracts, liabilities, engagements or torts of the person entitled
thereto.  Further, (i) the
withholding of taxes from Plan Benefit payments, (ii) the recovery under
the Plan of overpayment of Benefits previously made to the Participant or any
Beneficiary, (iii) if applicable, the transfer of benefit rights from the
Plan to another plan, or (iv) the direct deposit of Plan Benefit payments
to an account in a banking institution (if not actually part of an arrangement
constituting an assignment or alienation) shall not be construed as an
assignment or alienation.


 


In
the event that the Participant’s or any Beneficiary’s Benefits hereunder are
garnished or attached by order of any court, the Employer may bring an action
for a declaratory judgment in a court of competent jurisdiction to determine
the proper recipient of the benefits to be paid under the Plan.  During the pendency of said action, any Benefits
that become payable shall be held as credits to the Participant or Beneficiary
or, if the Employer prefers, paid into the court as they become payable, to be
distributed by the court to the recipient as it deems proper at the close of
said action.


 


12

















 


IN WITNESS WHEREOF, the Employer has caused
this Plan to be executed and its seal to be affixed hereto, effective as of September 29,
2010.


 


	
  ATTEST/WITNESS:

  	
   

  	
  DANVERSBANK

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Michael McCurdy

  	
   

  	
  By:

  	
  /s/ L. Mark Panella

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print
  Name:

  	
  Michael
  McCurdy

  	
   

  	
  Print Name:

  	
  L. Mark Panella

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  10/4/10

  
						



 


13

















 


SCHEDULE I


 


	
  Name of Participant

  	
   

  	
  Designated Percentage

  
	
   

  	
   

  	
   

  
	
  Kevin
  T. Bottomley

  	
   

  	
  75%

  



 

















 


SCHEDULE I


 


	
  Name of Participant

  	
   

  	
  Designated Percentage

  
	
   

  	
   

  	
   

  
	
  James
  McCarthy

  	
   

  	
  65%

  



 

















 


SCHEDULE I


 


	
  Name of Participant

  	
   

  	
  Designated Percentage

  
	
   

  	
   

  	
   

  
	
  John
  J. O’Neil

  	
   

  	
  65%

  



 

















 


SCHEDULE I


 


	
  Name of Participant

  	
   

  	
  Designated Percentage

  
	
   

  	
   

  	
   

  
	
  L.
  Mark Panella

  	
   

  	
  60%

  



 

















 


PAYMENT ELECTION FORM


 


I.                                        Pursuant to Article IV
of the Danversbank Supplemental Executive Retirement Plan (the “SERP”), the
undersigned elects the following optional form of benefit which will be
actuarially equivalent to the 15 annual payments provided by the SERP:


 


o            Lump Sum


 


II.                                   I understand
that if this election is revised after December 31, 2008, I will be
subject to restrictions set forth in Article IV of the SERP, including a
delayed benefit commencement date of at least five years.


 


Executed this
                        
day of
                                    ,
200      .