-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KuKFJ7L9+CmGlQkhvV6UMSilz2bGP3Y2NYA+f+a77wOCXnVoG6qb9Jf1NU8wQnLf xTvpMB7hgRV/oa8K5eOgAQ== 0000950156-06-000639.txt : 20061222 0000950156-06-000639.hdr.sgml : 20061222 20061222104213 ACCESSION NUMBER: 0000950156-06-000639 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061219 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061222 DATE AS OF CHANGE: 20061222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SLADES FERRY BANCORP CENTRAL INDEX KEY: 0000857499 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 043061936 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23904 FILM NUMBER: 061295335 BUSINESS ADDRESS: STREET 1: 100 SLADES FERRY AVE STREET 2: PO BOX 390 CITY: SOMERSET STATE: MA ZIP: 02726 BUSINESS PHONE: 5086757894 MAIL ADDRESS: STREET 1: 100 SLADE FERRY AVE STREET 2: P O BOX 390 CITY: SOMERSET STATE: MA ZIP: 02726 FORMER COMPANY: FORMER CONFORMED NAME: WEETAMOE BANCORP DATE OF NAME CHANGE: 19940502 8-K 1 slade-8k.txt BODY OF FORM 8-K 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 19, 2006 SLADE'S FERRY BANCORP. (Exact name of registrant as specified in its charter) Massachusetts 000-23904 04-3061936 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 100 Slade's Ferry Avenue, PO Box 390, Somerset, Massachusetts 02726 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (508) 675-2121 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 1.01 Entry Into a Material Definitive Agreement On December 19, 2006, the Board of Directors of Slade's Ferry Trust Company (the "Board"), the wholly-owned subsidiary of the Registrant, authorized the amendment of individual agreements with non-employee directors under the Directors' Supplemental Retirement Program in order to provide for payment of the amounts owed under such program to those directors who serve until December 31, 2006 with payment of the amounts owed to be made on January 15, 2007 in a lump sum. This payment and termination is structured to comply with section 409A of the Internal Revenue Code of 1986 and regulations or other guidance of the Internal Revenue Service published thereunder (collectively, "Section 409A"). A form of the amendment to be entered into with non-employee directors other than Directors Francis A. Macomber and Melvyn A. Holland is filed as Exhibit 10.12. A form of the amendment to be entered into with Directors Macomber and Holland is filed herewith as Exhibit 10.13. Item 9.01 Financial Statements and Exhibits. (d) Exhibits 10.12 Form of Amendment to Directors' Supplemental Retirement Program for non-employee directors. 10.13 Form of Amendment to Directors' Supplemental Retirement Program for Francis A. Macomber and Melvyn A. Holland. 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. SLADES FERRY BANCORP -------------------- (Registrant) By: /s/ Deborah A. McLaughlin --------------------------------- Name: Deborah A. McLaughlin Title: Executive Vice President and Chief Financial Officer/Chief Operations Officer Date: December 22, 2006 EX-10 2 ex1012.txt EXHIBIT 10.12 Exhibit 10.12 ------------- Amendment to the Slade's Ferry Trust Company Director Supplemental Retirement Program For [name of director] Slade's Ferry Trust Company ("Bank") and [director name] ("Director") originally entered into the Slade's Ferry Trust Company Director Supplemental Retirement Program ("Plan") on _________________________. Pursuant to Section II(c) of the Plan agreement, the Bank and the Executive hereby amend this Plan to change the form and timing of benefit payments under the Plan. Such a change is permissible under guidance published by the Internal Revenue Service and the Treasury Department in Notice 2006-79. This notice permits changes to the form and timing of benefit payments, provided that changes made in 2006 may only apply to payments made in 2007 and beyond. This amendment also revokes in full the Index Retirement Benefit under the Plan. Therefore, the following changes shall be made to Exhibit I of the Slade's Ferry Trust Company Director Supplemental Retirement Program: Section II(A) shall be deleted in its entirety and replaced with following Section II(A): A. Retirement Benefits If the Director remains on the Board until December 31, 2006, the Director shall be entitled to receive the balance of the Director's Pre-Retirement Account in a lump sum on January 15, 2007. In addition, the Index Retirement Benefit referenced herein is hereby revoked in its entirety. Payment of the Pre-Retirement Account balance shall be in lieu of any other benefit under this Plan and shall be in full satisfaction of all obligations under this Plan. Therefore, the foregoing changes are agreed to. - ---------------------------------- ---------------------------------------- For the bank [director name] - ---------------------------------- ---------------------------------------- Date Date EX-10 3 ex1013.txt EXHIBIT 10.13 Exhibit 10.13 ------------- Amendment to the Slade's Ferry Trust Company Director Supplemental Retirement Program For [name of director] Slade's Ferry Trust Company ("Bank") and [director name] ("Director") originally entered into the Slade's Ferry Trust Company Director Supplemental Retirement Program ("Plan") on _________________________. Pursuant to Section II(c) of the Plan agreement, the Bank and the Executive hereby amend this Plan to change the form and timing of benefit payments under the Plan. Such a change is permissible under guidance published by the Internal Revenue Service and the Treasury Department in Notice 2006-79. This notice permits changes to the form and timing of benefit payments, provided that changes made in 2006 may only apply to payments made in 2007 and beyond, and that no payments scheduled to be made in 2006 are changed. The Bank and Director hereby agree to amend the Plan to change the form and timing of payments. Therefore, the following changes shall be made to Exhibit I of the Slade's Ferry Trust Company Director Supplemental Retirement Program: Section II(A) shall be deleted in its entirety and replaced with following Section II(A): A. Retirement Benefits If the Director remains on the Board until December 31, 2006, the Director shall be entitled to receive 100% of the liability balance accrued by the Bank for the purpose of paying a benefit to the Director under this Agreement. Such amount shall be paid in a lump sum on January 15, 2007. Payment of this benefit shall be in lieu of any other benefit under this Plan and shall be in full satisfaction of all obligations under this Plan. Therefore, the foregoing changes are agreed to. - ---------------------------------- ---------------------------------------- For the bank [director name] - ---------------------------------- ---------------------------------------- Date Date -----END PRIVACY-ENHANCED MESSAGE-----