UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 9, 2015

 

 

MERIDIAN BANCORP, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Maryland   001-36573   46-5396964

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File No.)

 

(I.R.S. Employer

Identification No.)

67 Prospect Street, Peabody, Massachusetts   01960
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (617) 567-1500

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On December 9, 2015, the Board of Directors (the “Board”) of Meridian Bancorp, Inc. (the “Company”) and East Boston Savings Bank (the “Bank”), a wholly-owned subsidiary of the Company, approved the entry into a two-year change in control agreement with Edward J. Merritt (the “Executive”), Executive Vice President, Business Development and Community Reinvestment, effective January 1, 2016 (the “Change in Control Agreement”). In addition, the Board appointed Mr. Merritt as Corporate Secretary of the Company and Bank effective January 1, 2016.

The Change in Control Agreement, which was entered into between the Executive and the Bank on December 10, 2015, has an initial term of 24 months and renews daily unless written notice of non-renewal is provided to the Executive. The Change in Control Agreement provides that upon the occurrence of a “change in control” (as defined in the Change in Control Agreement) followed by the Executive’s involuntary termination of employment without “cause” (as defined in the Change in Control Agreement) or the Executive’s voluntary termination of employment for “good reason” (as defined in the Change in Control Agreement), the Bank will pay the Executive a lump sum amount equal to the sum of two times his base salary and the highest cash incentive compensation earned by the Executive in any one of the three calendar years immediately preceding the year of termination and the Bank will provide the Executive with continued medical and dental insurance coverage for 24 months, with the Executive paying his share of employee premiums.

The Change in Control Agreement supersedes the Executive’s Amended and Restated Employment Agreement dated as of July 28, 2014 (the “Employment Agreement”). The Bank and the Executive entered into an amendment to terminate the Employment Agreement effective December 31, 2015 (the “Termination Amendment”). In addition, the Bank and the Executive entered into an amendment to freeze the Executive’s Amended and Restated Supplemental Executive Retirement Agreement (the “SERP”) to provide that no additional SERP benefits will accrue on the Executive’s behalf under the SERP after December 31, 2015.

The foregoing descriptions of the Change in Control Agreement, Termination Amendment and Freeze Amendment do not purport to be complete and are qualified in their entirety by reference to Exhibits 10.1, 10.2 and 10.3 of this Current Report, which are incorporated by reference into this Item 5.02.

 

Item 8.01 Other Events

On December 9, 2015, the Company announced that it will be paying a dividend of $0.03 per share on January 6, 2016 to stockholders of record as of December 23, 2015. A copy of the press release is attached as Exhibit 99 to this Current Report.


Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

The following Exhibits are attached as part of this report:

 

Exhibit No.

  

Description

10.1    Two-Year Change in Control Agreement with Edward J. Merritt
10.2    Termination Amendment for the Amended and Restated Employment Agreement with Edward J. Merritt
10.3    Freeze Amendment to the Amended and Restated Supplemental Executive Retirement Agreement for Edward J. Merritt
99    Press release dated December 9, 2015


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

      MERIDIAN BANCORP, INC.
DATE: December 10, 2015   By:    

  /s/ Mark L. Abbate

   

  Mark L. Abbate

  Executive Vice President, Treasurer and Chief Financial Officer

Exhibit 10.1

TWO-YEAR CHANGE IN CONTROL AGREEMENT

This Change in Control Agreement (the “Agreement”) is made and entered into as of December 10, 2015, by and between East Boston Savings Bank (the “Bank”), a bank organized under the laws of the Commonwealth of Massachusetts with its headquarters located in East Boston, Massachusetts (the “Bank”) and Edward J. Merritt (the “Executive”). This Agreement is effective January 1, 2016 (the “Effective Date”).

WITNESSETH

WHEREAS , the Executive entered into an amended and restated employment agreement with the Bank on July 28, 2014 (the “Original Agreement”); and

WHEREAS , the Bank and the Executive desire to terminate the Original Agreement and replace it with a Two-Year Change in Control Agreement (the “Agreement”) effective January 1, 2016; and

WHEREAS , the Board of Directors of the Bank (the “Board”) and the Executive believe it is in the best interests of the Bank to enter into the Agreement in order to reinforce and reward the Executive for his service and dedication to the continued success of the Bank.

NOW THEREFORE , in consideration of the mutual agreements herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows:

 

1. TERM OF AGREEMENT

(a) The term of this Agreement shall be (i) the initial term, consisting of the period commencing on the Effective Date and ending on the second anniversary date of the Effective Date, plus (ii) any and all extensions of the initial term made pursuant to this Section 1.

(b) The term of this Agreement shall be extended for one day each day so that a constant twenty-four (24) calendar month term shall remain in effect, until such time as the Board or the Executive elects not to extend the term of the Agreement by giving written notice to the other party in accordance with the terms of this Agreement, in which case the term of this Agreement shall be fixed and shall end on the second anniversary of the date of such written notice.

 

2. DEFINITIONS

(a) “Change in Control” shall mean a change in control of the Bank or Meridian Bancorp, Inc., a Maryland corporation (the “Company”), as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, including the following:


  (1) Change in ownership : A change in ownership of the Bank or the Company occurs on the date any one person or group of persons accumulates ownership of more than 50% of the total fair market value or total voting power of the Bank or the Company; or

 

  (2) Change in effective control : A change in effective control occurs when either (i) any one person or more than one person acting as a group acquires within a twelve (12)-month period ownership of stock of the Bank or Company possessing 35% or more of the total voting power of the Bank or Company; or (ii) a majority of the Bank’s or Company’s Board of Directors is replaced during any 12-month period by Directors whose appointment or election is not endorsed in advance by a majority of the Bank’s or Company’s Board of Directors (as applicable), or

 

  (3) Change in ownership of a substantial portion of assets : A change in the ownership of a substantial portion of the Bank’s or Company’s assets occurs if, in a twelve (12)-month period, any one person or more than one person acting as a group acquires assets from the Bank or Company having a total gross fair market value equal to or exceeding 40% of the total gross fair market value of the Bank’s or Company’s entire assets immediately before the acquisition or acquisitions. For this purpose, “gross fair market value” means the value of the Bank’s or Company’s assets, or the value of the assets being disposed of, determined without regard to any liabilities associated with the assets.

(b) “Good Reason” shall mean a termination by the Executive following a Change in Control based on the following:

(1) a material diminution in the Executive’s base compensation as in effect immediately prior to the date of the Change in Control or as the same may be increased from time to time thereafter, (2) a material diminution in the Executive’s authority, duties or responsibilities as in effect immediately prior to the Change in Control, or (3) a material diminution in the authority, duties or responsibilities of the officer (as in effect immediately prior to the date of the Change in Control) to whom the Executive is required to report,

(2) any material breach of this Agreement by the Bank, or

(3) an involuntary relocation of the Bank’s offices in which Executive is principally employed by more than 50 miles;

provided, however, that prior to any termination of employment for Good Reason, the Executive must first provide written notice to the Bank (or its successor) within sixty (60) days of the initial existence of the condition, describing the existence of such condition, and the Bank shall thereafter have the right to remedy the condition within thirty (30) days of the date the Bank received the written

 

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notice from the Executive. If the Bank remedies the condition within such thirty (30) day cure period, then no Good Reason shall be deemed to exist with respect to such condition. If the Bank does not remedy the condition within such thirty (30) day cure period, then the Executive may deliver a Notice of Termination for Good Reason at any time within sixty (60) days following the expiration of such cure period.

(c) Termination for Cause shall mean:

 

  (1) the commission by, or indictment of, Executive for any felony involving moral turpitude, deceit, dishonesty, or fraud;

 

  (2) a material act or acts of dishonesty in connection with the performance of Executive’s duties, including without limitation, material misappropriation of funds or property;

 

  (3) an act or acts of gross misconduct by Executive; or

 

  (4) continued, willful, and deliberate non-performance by Executive of duties (other than by reason of illness or disability) which has continued for more than thirty (30) days following written notice of non-performance from the Board.

A determination of whether Executive’s employment shall be terminated for Cause shall be made at a meeting of the Board called and held for such purpose, at which the Board makes a finding that in good faith opinion of the Board an event set forth in clauses (1), (2), (3), or (4) above has occurred and specifying the particulars thereof in detail.

(d) For purposes of this Agreement, any termination of Executive’s employment shall be construed to require a “Separation from Service” in accordance with Code Section 409A and the regulations promulgated thereunder, such that the Bank and Executive reasonably anticipate that the level of bona fide services Executive would perform after termination of employment would permanently decrease to a level that is less than 20% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36)-month period.

 

3. BENEFITS UPON TERMINATION

(a) If the Executive’s employment by the Bank is terminated subsequent to a Change in Control during the term of this Agreement by (i) the Bank for other than Cause, or (ii) the Executive for Good Reason, then the Bank shall:

(1) pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or beneficiaries or estate, as applicable, a cash severance amount equal to:

 

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(i) two (2) times the Executive’s base salary in effect as of the Date of Termination or, if greater, the Executive’s base salary in effect as of the date immediately prior to the date of the Change in Control,

(ii) the highest level of cash incentive compensation earned by the Executive from the Bank in any one of the three calendar years immediately preceding the year in which the termination occurs, and

(iii) payable by lump sum within ten (10) business days of the Date of Termination.

(2) cause to be continued non-taxable medical and dental coverage substantially identical to the coverage maintained by the Bank for Executive prior to Executive’s termination, with the Executive responsible for his share of employee premiums, for twenty-four (24) months. Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within ten (10) business days of the Date of Termination, or if later, the date on which the Bank determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons.

(b) In no event shall the payments or benefits to be made or provided to Executive under Section 3 hereof (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with Section 280G of the Code. The reduction required among the Termination Benefits provided by this Section 3 shall be applied to the cash severance benefits otherwise payable under Section 3(a) hereof.

 

4. NOTICE OF TERMINATION

Any purported termination by the Bank or by Executive in connection with or following a Change in Control shall be communicated by Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice which shall indicate the Date of Termination and, in the event of termination by Executive, the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated. “Date of Termination” shall mean the date specified in the Notice of Termination (which, in the case of a termination for Cause, shall be immediate). In no event shall the Date of Termination exceed thirty (30) days from the date the Notice of Termination is given.

 

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5. SOURCE OF PAYMENTS

All payments provided in this Agreement shall be timely paid in cash or check from the general funds of the Bank.

 

6. REQUIRED REGULATORY PROVISIONS

Notwithstanding anything herein contained to the contrary, any payments to Executive by the Bank, whether pursuant to this Agreement 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 the regulations promulgated thereunder in 12 C.F.R. Part 359.

 

7. NO ATTACHMENT

Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation, or to execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void, and of no effect.

 

8. ENTIRE AGREEMENT; MODIFICATION AND WAIVER

(a) This Agreement contains the entire understanding between the parties hereto and supersedes the Original Agreement, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement.

(b) This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.

(c) No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

 

9. SEVERABILITY

If, for any reason, any provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision of this Agreement or any part of such provision not held so invalid, and each such other provision and part thereof shall to the full extent consistent with law continue in full force and effect.

 

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10. HEADINGS FOR REFERENCE ONLY

The headings of sections and paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

 

11. GOVERNING LAW

This Agreement shall be governed by the laws of the Commonwealth of Massachusetts but only to the extent not superseded by federal law.

 

12. ARBITRATION

Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by binding arbitration, as an alternative to civil litigation and without any trial by jury to resolve such claims, conducted by a single arbitrator, mutually acceptable to the Bank and Executive, sitting in a location selected by the Bank within twenty-five (25) miles from the main office of the Bank, in accordance with the rules of the American Arbitration Association’s National Rules for the Resolution of Employment Disputes then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

 

13. PAYMENT OF LEGAL FEES

To the extent that such payment(s) may be made without triggering penalty under Code Section 409A, all reasonable legal fees paid or incurred by Executive pursuant to any dispute or question of interpretation relating to this Agreement shall be paid or reimbursed by the Bank, provided that the dispute or interpretation has been resolved in Executive’s favor, and such reimbursement shall occur no later than sixty (60) days after the end of the year in which the dispute is settled or resolved in Executive’s favor.

 

14. OBLIGATIONS OF BANK

The termination of Executive’s employment, other than following a Change in Control, shall not result in any obligation of the Bank under this Agreement. Nothing contained herein shall be deemed to create other than a terminable at will employment relationship between the Bank and the Executive, and the Bank may terminate the Executive’s employment at any time, subject to providing any payments specified herein in accordance with the terms hereof.

 

15. SUCCESSORS AND ASSIGNS

The Bank shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Bank, expressly and unconditionally to assume and agree to perform the Bank’s obligations under this Agreement, in the same manner and to the same extent that the Bank would be required to perform if no such succession or assignment had taken place.

[Signature Page Follows]

 

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SIGNATURES

IN WITNESS WHEREOF , the Bank has caused this Agreement to be executed by its duly authorized officer, and Executive has signed this Agreement, as of the date first above written.

 

  EAST BOSTON SAVINGS BANK
By:  

 /s/ Richard J. Gavegnano

  Richard J. Gavegnano
  President and Chief Executive Officer
  EXECUTIVE
By:  

 /s/ Edward J. Merritt

  Edward J. Merritt

 

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Exhibit 10.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

TERMINATION AMENDMENT

This Amendment (this “ Amendment ”) to the Amended and Restated Employment Agreement, dated as of July 28, 2014 (the “ Agreement ”) by and between East Boston Savings Bank (the “ Bank ”) and Edward J. Merritt (the “ Executive ”) is entered into as of December 10, 2015. Capitalized terms which are not defined herein shall have the same meaning as set forth in the Agreement.

WHEREAS , the Bank and Executive desire to terminate the Agreement effective December 31, 2015 and replace it with a two-year change in control agreement effective January 1, 2016; and

WHEREAS , Section 18 of the Agreement provides that the Agreement may be modified by a written instrument signed by the Executive and the Bank; and

NOW, THEREFORE , in consideration of the premises and the mutual covenants contained in this Agreement, the parties hereby agree as follows:

Section 1. Termination of the Employment Agreement .

The Executive and the Bank hereby agree that the Agreement shall be terminated without any further action of any parties hereto effective as of December 31, 2015 and, therefore, the Executive shall not receive any payments or benefits under the Agreement. The Executive and the Bank further agree that the Executive’s base salary shall be reduced to $250,000 effective January 1, 2016.

Section 2. Governing Law .

This Amendment and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

Section 3. Counterparts . This Amendment may be executed in any number of counterparts, each of which shall for all purposes be deemed an original, and all of which together shall constitute but one and the same instrument.

IN WITNESS WHEREOF , the parties hereto have duly executed this Agreement as of the day and year first written above.

 

EAST BOSTON SAVINGS BANK
By:  

 /s/ Richard J. Gavegnano

  Richard J. Gavegnano
  President and Chief Executive Officer
EDWARD J. MERRITT
By:  

 /s/ Edward J. Merritt

  Edward J. Merritt

Exhibit 10.3

FREEZE AMENDMENT

TO THE

AMENDED AND RESTATED

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

FOR EDWARD J. MERRITT

WHEREAS , East Boston Savings Bank (the “ Bank ”) entered into an Amended and Restated Supplemental Executive Retirement Agreement (the “ SERP ”) with Edward J. Merritt (the “ Executive ”) on July 28, 2014, effective as of January 5, 2010; and

WHEREAS , the Executive and the Bank desire to amend the SERP to provide that no additional SERP benefits will accrue on the Executive’s behalf under the SERP after December 31, 2015 (the “ Freeze Date ”); and

WHEREAS , other than the implementation of the Freeze Date, all other terms and conditions of the SERP shall continue to be in full force and effect and no other changes are hereby made to the SERP as a result of this amendment; and

WHEREAS , Section 14 of the SERP provides generally that the Bank may amend the SERP only with the mutual consent of the Executive; and

WHEREAS , the Executive has agreed to this amendment as reflected in his signature below.

NOW THEREFORE , the SERP shall be amended as follows:

 

  1. Section 2 of the SERP shall be amended by adding the following at the end thereof:

“Notwithstanding anything in the Agreement to the contrary, the Accumulation Account shall be frozen as of December 31, 2015, and no further additions to the Accumulation Account will be made after December 31, 2015. For purposes of clarity, the Accumulation Account will be credited or increased by $50,000 to reflect the 2015 calendar year, and the Accumulation Account will not increase further.”

 

  2. Except for this amendment to Section 2 of the SERP, all other terms and conditions of the Agreement shall continue to be in full force and effect. For example, this amendment does not change the timing or form (i.e., lump sum or annuity) of any payments to be made under the SERP, including, but not limited to, upon Separation from Service, Disability (as such terms are defined in the SERP), death, or Separation from Service for Good Reason (as defined in the SERP).

[Signature Page to Follow]


IN WITNESS WHEREOF, the Bank, by its duly authorized officers, has caused this Amendment to be executed effective as of December 1, 2015.

 

  EAST BOSTON SAVINGS BANK
December 10, 2015   By:   

/s/ Richard J. Gavegnano

    Richard J. Gavegnano
    President and Chief Executive Officer
  EDWARD J. MERRITT
December 10, 2015   By:  

/s/ Edward J. Merritt

    Edward J. Merritt

Exhibit 99

 

LOGO

Meridian Bancorp, Inc. Announces Quarterly Dividend

Contact: Richard J. Gavegnano, Chairman, President and Chief Executive Officer

(978) 977-2211

Boston, Massachusetts (December 9, 2015): The Board of Directors of Meridian Bancorp, Inc. (the “Company”) (NASDAQ: EBSB), the holding company for East Boston Savings Bank, today declared a quarterly cash dividend of $0.03 per common share, payable on January 6, 2016 to stockholders of record at the close of business on December 23, 2015.

Meridian Bancorp, Inc. is the holding company for East Boston Savings Bank. East Boston Savings Bank, a Massachusetts-chartered stock savings bank founded in 1848, operates 29 full-service locations in the greater Boston metropolitan area. We offer a variety of deposit and loan products to individuals and businesses located in our primary market, which consists of Essex, Middlesex and Suffolk Counties, Massachusetts. For additional information, visit www.ebsb.com .

Forward Looking Statements

Certain statements herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “assumes,” “believes,” “will,” “expects,” “project,” “may,” “could,” “developments,” “strategic,” “launching,” “opportunities,” “anticipates,” “estimates,” “intends,” “plans,” “targets” and similar expressions. These statements are based upon the current beliefs and expectations of Meridian Bancorp, Inc.’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to, general economic conditions, changes in interest rates, regulatory considerations, and competition and the risk factors described in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, Meridian Bancorp, Inc.’s actual results could differ materially from those discussed. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release.