SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 6, 2008
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BROOKLINE BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-23695 04-3402944
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(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of dentification No.)
incorporation)
160 Washington Street, Brookline, Massachusetts 02447-0469
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(Address of principal executive offices) (Zip Code)
(617) 730-3500
(Registrant's telephone number, including area code)
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 502e. Compensatory Arrangements of Certain Officers
On March 6, 2008, the Compensation Committee of the Board of Directors approved
an amended Change in Control Agreement (the "Amended Agreement") affecting 13
officers of the Company's wholly-owned subsidiary, Brookline Bank (the "Bank"),
including two named executive officers, Paul R. Bechet, the chief financial
officer of the Company and the Bank, and David J. Pallin, the senior vice
president responsible for the indirect automobile loan activities of the Bank.
The purpose of the Amended Agreements (as well as the Agreements previously in
effect) is to provide the officers certain benefits in the event of a change in
control of the Bank or the Company. Each of the Amended Agreements are effective
as of December 31, 2007 and are for a term of one year except for an agreement
with one officer that is for a two year term.
The primary change in the Amended Agreement relates to how the amount to be paid
upon a change in control is determined. In the Change in Control Agreements in
effect prior to the amendments, the amount to be paid was a sum equal to one
times the average of the three preceding years' annual base salary and cash
incentive paid to the officer during such years. In the Amended Agreement, the
amount to be paid is a sum equal to the officer's current annual base salary and
the cash incentive paid to the executive attributable to the prior year. (In the
case of the officer with a two year term, there was no change in how the amount
to be paid is determined; it is a sum equal to two times the average of the
officer's annual base salary for the current and preceding year and the cash
incentives paid to the officer attributable to the two preceding years.)
Assuming a change in control occurred as of December 31, 2007, Mr. Bechet would
have been entitled to receive $284,375 under the Amended Agreement instead of
the $264,507 he would have been entitled to receive under the Agreement
previously in effect. Mr. Pallin would have been entitled to receive $178,207
instead of the $187,241 he otherwise would have been entitled to receive under
the Agreement previously in effect. For all the other 11 officers with Amended
Agreements, the total amounts paid would have increased from $1,854,739
determined under the previously existing Agreements to $1,885,705 under the
Amended Agreements.
Other changes in the Amended Agreement were made to comply with Section 409A
final regulations issued by the Internal Revenue Service.
The Form of Change in Control Agreement approved by the Compensation Committee
of the Board of Directors and entered into with 13 officers of the Bank is
presented as part of this report on Exhibit 10.2.
SIGNATURE
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.
BROOKLINE BANCORP, INC.
Date: March 11, 2008 By: /s/ Paul R. Bechet
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Paul R. Bechet
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
The following exhibit is furnished as part of this report:
Exhibit No. Description
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10.2 Form of Change in Control Agreement, as amended