BANK. TO THE EXTENT THERE IS ANY CONFLICT BETWEEN THE TERMS
HEREOF AND THE TERMS OF ANY EMPLOYMENT OR BENEFIT POLICIES OF THE BANK, THE
TERMS OF THIS AGREEMENT SHALL CONTROL.
7.
TAX WITHHOLDING. THE BANK WILL WITHHOLD
FROM ANY AMOUNTS PAYABLE TO THE EXECUTIVE UNDER THIS AGREEMENT TO SATISFY ALL
APPLICABLE FEDERAL, STATE, LOCAL OR OTHER WITHHOLDING TAXES. ALL AMOUNTS PAYABLE
UNDER SECTION 3(A) ARE CONSIDERED "WAGES" TO BE REPORTED ON FORM W-2. THE NORMAL
WITHHOLDING RULES FOR WAGES APPLY. TO THE EXTENT REQUIRED, THE BANK WILL ALSO
WITHHOLD ANY EXCISE TAXES OWED UNDER CODE SECTION 4999.
8.
NOTICE. FOR PURPOSES OF THIS AGREEMENT,
NOTICES AND ALL OTHER COMMUNICATIONS PROVIDED FOR IN THE AGREEMENT SHALL BE IN
WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN DELIVERED BY HAND,
DELIVERED BY A NATIONALLY-RECOGNIZED OVERNIGHT COURIER SERVICE, OR MAILED BY
UNITED STATES REGISTERED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, AS
FOLLOWS:
If to the Bank:
Federal Home Loan Bank of Boston
111 Huntington Avenue, 24th Floor
Boston, MA 02199-7614
Attention: Chair of the Board of Directors
5
With a copy to the Chair of the Personnel Committee of the Board of Directors
If to the Executive:
Mr. Edward A. Hjerpe, III
(at home address)
or such other address as either party may have furnished to the other in writing
in accordance herewith. Any notice shall be effective upon receipt.
9.
LEGAL FEES AND EXPENSES. THE BANK SHALL
REIMBURSE ALL REASONABLE OUT-OF-POCKET LEGAL FEES AND EXPENSES WHICH THE
EXECUTIVE HAS ACTUALLY INCURRED AS A RESULT OF THE BANK'S CONTESTING IN BAD
FAITH THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE CALCULATION OF
AMOUNTS PAYABLE HEREUNDER, WITH THE FEES AND EXPENSES TO BE PAID PROMPTLY BY THE
BANK AND IN ANY EVENT NO LATER THAN MARCH 15TH OF THE YEAR IMMEDIATELY FOLLOWING
THE YEAR IN WHICH SUCH FEES AND EXPENSES WERE INCURRED.
10.
TERM. THIS AGREEMENT SHALL BECOME EFFECTIVE ON
THE DATE THE EXECUTIVE COMMENCES HIS EMPLOYMENT WITH THE BANK (THE "COMMENCEMENT
DATE") AND SHALL TERMINATE UPON THE EXECUTIVE'S TERMINATION OF EMPLOYMENT
(EXCEPT TO THE EXTENT OBLIGATIONS REMAIN FOLLOWING A COVERED TERMINATION).
11.
ACKNOWLEDGEMENT OF PUBLIC FILING REQUIREMENTS.
THE EXECUTIVE HEREBY ACKNOWLEDGES AND AGREES THAT (I) THE EXECUTIVE'S POSITION
CONSTITUTES A "NAMED EXECUTIVE OFFICER" WITHIN THE MEANING OF ITEM 402(A)(3) OF
REGULATION S-K (OR ANY SUCCESSOR REGULATION); AND (II) THIS AGREEMENT IS A
COMPENSATORY AGREEMENT THAT THE BANK, AS A SECURITIES AND EXCHANGE COMMISSION
("SEC") REGISTRANT, MUST FILE AND DESCRIBE IN PUBLIC FILINGS WITH THE SEC IN
ACCORDANCE WITH APPLICABLE SECURITIES LAWS AND SEC REGULATIONS.
12.
MISCELLANEOUS.
(A)
NO MODIFICATION. NO PROVISIONS OF THIS
AGREEMENT MAY BE MODIFIED, WAIVED OR DISCHARGED UNLESS SUCH WAIVER, MODIFICATION
OR DISCHARGE IS AGREED TO IN WRITING SIGNED BY THE PARTY OR PARTIES HERETO TO BE
BOUND.
(B)
NO WAIVER. NO WAIVER BY EITHER PARTY HERETO
AT ANY TIME OF ANY BREACH BY THE OTHER PARTY HERETO OF, OR COMPLIANCE WITH, ANY
CONDITION OR PROVISION OF THIS AGREEMENT TO BE PERFORMED BY SUCH