EXHIBIT 10.1.2
AMENDMENT TO OFFER LETTER
EXECUTIVE OFFICER
CHANGE IN CONTROL AGREEMENT
This Agreement (this "Agreement") is entered into as of the 18th day of May
,
2009, by and between the FEDERAL HOME LOAN BANK OF BOSTON, a corporation
organized under the laws of the United States (the "Bank") and Edward A.
Hjerpe, III (the "Executive").
WHEREAS, the Executive is expected to commence employment as the President and
Chief Executive Officer of the Bank, effective June 30, 2009, or before
, 2009,
and the Bank desires to provide the Executive with certain severance benefits in
the event of a Reorganization (as defined below) of the Bank.
NOW, THEREFORE, in consideration of the promises and the mutual agreements
herein contained, the Bank and the Executive hereby agree as follows:
1.
DEFINITIONS.
(A)
"BANK" SHALL MEAN THE FEDERAL HOME LOAN
BANK OF BOSTON AND ANY OTHER ENTITY WITHIN THE DEFINITION OF "BANK" IN
SECTION 5(A) HEREOF.
(B)
"CAUSE" SHALL MEAN (I) THE CONTINUED FAILURE
OF THE EXECUTIVE TO PERFORM HIS DUTIES WITH THE BANK (OTHER THAN ANY SUCH
FAILURE RESULTING FROM DISABILITY (WITHIN THE MEANING OF THE BANK'S LONG-TERM
DISABILITY PLAN), AFTER A DEMAND FOR PERFORMANCE, PURSUANT TO A RESOLUTION OF
THE BANK'S BOARD OF DIRECTORS, IS DELIVERED TO THE EXECUTIVE BY THE CHAIR OF THE
BOARD OF DIRECTORS OF THE BANK, WHICH SPECIFICALLY IDENTIFIES THE MANNER IN
WHICH THE EXECUTIVE HAS NOT PERFORMED HIS DUTIES; (II) THE PERSONAL DISHONESTY,
INCOMPETENCE, WILLFUL MISCONDUCT, GROSS NEGLIGENCE, BREACH OF FIDUCIARY DUTY
INVOLVING PERSONAL PROFIT, INTENTIONAL FAILURE TO PERFORM STATED DUTIES, OR
WILLFUL VIOLATION OF ANY LAW, RULE OR REGULATION (OTHER THAN ROUTINE TRAFFIC
VIOLATIONS OR SIMILAR OFFENSES); OR (III) THE REMOVAL OF THE EXECUTIVE FOR CAUSE
BY THE FEDERAL HOUSING FINANCE AGENCY OR ANY SUCCESSOR THERETO (THE "FINANCE
AGENCY") PURSUANT TO 12 U.S.C. 1422B(A)(2) OR REGULATIONS PROMULGATED
THEREUNDER, ANY SUCCESSOR OR SIMILAR STATUTE TO 12 U.S.C. 1422B(A)(2) OR
REGULATIONS PROMULGATED THEREUNDER.
(C)
"COVERED TERMINATION" SHALL HAVE THE
MEANING SET FORTH IN SECTION 2(A).
(D)
"COVERED TERMINATION PERIOD" MEANS THE
PERIOD COMMENCING WITH THE EXECUTION BY THE BANK OF A REORGANIZATION AGREEMENT,
AND ENDING ON THE EARLIER OF (I) TWELVE (12) MONTHS AFTER THE EFFECTIVE DATE OF
THE RELATED REORGANIZATION OR (II) THE DATE THE BANK FORMALLY WITHDRAWS FROM THE
RELATED REORGANIZATION.
(E)
"GOOD REASON" SHALL MEAN THE OCCURRENCE OF
ANY OF THE FOLLOWING EVENTS DURING THE COVERED TERMINATION PERIOD:
(I)
(A) A MATERIAL DIMINUTION IN THE
EXECUTIVE'S BASE COMPENSATION AS IN EFFECT IMMEDIATELY PRIOR TO THE BEGINNING OF
THE PERIOD OR AS THE SAME MAY
BE INCREASED FROM TIME TO TIME THEREAFTER OR (B) A MATERIAL DIMINUTION IN THE
EXECUTIVE'S AUTHORITY, DUTIES OR RESPONSIBILITIES AS IN EFFECT IMMEDIATELY PRIOR
TO THE BEGINNING OF THE PERIOD;
(II)
ANY MATERIAL BREACH OF THIS AGREEMENT BY THE
BANK; OR
(III)
ANY CHANGE IN THE GEOGRAPHIC LOCATION OF THE
BANK OR ANY SUCCESSOR ENTITY TO THE BANK BY MORE THAN FIFTY (50) MILES.
(F)
"REORGANIZATION" OF THE BANK SHALL MEAN
THE OCCURRENCE AT ANY TIME OF