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): January 8, 2009
MERIDIAN INTERSTATE BANCORP, INC.
---------------------------------
(Exact Name of Registrant as Specified in Charter)
Massachusetts 001-33898 20-4652200
---------------------------- ----------------------- ----------------
(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
10 Meridian Street, East Boston, Massachusetts 02128
---------------------------------------------- -----
(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.
On January 8, 2009, East Boston Savings Bank (the "Bank"), a wholly-owned
subsidiary of Meridian Interstate Bancorp, Inc., entered into an employment
agreement with Richard J. Gavegnano, its Chairman of the Board of Directors and
Chief Executive Officer.
The employment agreement provides for a two-year term. The term of the
employment agreement extends on a daily basis, unless written notice of
non-renewal is given by the Board of Directors of the Bank or by Mr. Gavegnano.
The employment agreement provides for a base salary of $350,000. In addition,
the employment agreement provides for, among other things, participation in the
Bank's annual incentive plan and certain employee benefits plans. The employment
agreement provides for termination by the Bank for cause, as defined in the
agreement, at any time. If the Bank terminates Mr. Gavegnano's employment for a
reason other than for cause, or if Mr. Gavegnano resigns from the Bank after a:
(1) material diminution of duties and authority; (2) demotion from his current
position; (3) removal from his seat on the board of directors; (4) material
reduction in base salary (unless the reduction affects all or substantially all
officers); (5) relocation of his principal place of employment by more than 50
miles (10) miles in the event of a change in control); or (6) failure of the
Bank to comply with the material terms of the agreement, then Mr. Gavegnano
would receive a lump sum severance payment equal to the sum of (i) two times his
current annual base salary and (ii) the value of 24 months of health insurance
premiums. Upon the termination of Mr. Gavegnano's employment for reasons other
than cause, good reason or a change in control (see below), Mr. Gavegnano must
adhere to a two year non-competition restriction.
Under the employment agreement, if within one year following a change in
control of the Bank, the Bank terminates Mr. Gavegnano for a reason other than
for cause or Mr. Gavegnano voluntarily terminates his employment due to certain
events, he would receive a lump sum severance payment equal to 2.99 times his
"base amount," less any other "parachute payments" as those terms are defined
under Section 280G of the Internal Revenue Code. Generally, an executive's "base
amount" equals the average of the taxable compensation paid to him for the five
taxable years preceding the year of termination.
A copy of the Employment Agreement is filed as Exhibit 10 hereto and is
incorporated by reference herein. The foregoing summary is qualified in its
entirety by the full text of the Employment Agreement.
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
Exhibit No. Description
----------- -----------
10 Employment Agreement, dated as of January 8, 2009,
by and between East Boston Savings Bank and
Richard J. Gavegnano
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 INTERSTATE BANCORP, INC.
DATE: January 12, 2009 By: /s/ Leonard V. Siuda
----------------------------------------
Leonard V. Siuda
Treasurer and Chief Financial Officer