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 20, 2009
MERIDIAN INTERSTATE BANCORP, INC.
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(Exact Name of Registrant as Specified in Charter)
Massachusetts 001-33898 20-4652200
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(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
10 Meridian Street, East Boston, Massachusetts 02128
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 567-1500
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Not Applicable
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(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 Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 22, 2009, Meridian Interstate Bancorp, Inc. (the "Company"), the
holding company of East Boston Savings Bank (the "Bank"), announced that Deborah
J. Jackson has been appointed as the new President and Chief Operating Officer
of the Company and Bank. Ms. Jackson is expected to commence her duties on March
4, 2009.
Ms. Jackson, age 51, has over 25 years of banking experience beginning with
State Street Bank and continuing through to her most recent position as the
Chief Financial Officer for Hingham Institution for Savings, a position which
she has held for the past 14 years.
For more information regarding Ms. Jackson's appointment, please see the press
release dated January 22, 2009, attached as Exhibit 99.1 to this Current Report.
In connection with the appointment, the Bank has entered into an employment
agreement (the "Agreement") with Ms. Jackson. The Agreement has an initial term
of twenty-four (24) months, subject to daily renewal unless written notice of
non-renewal is provided to the executive. Under the Agreement, upon the
occurrence of either the executive's involuntary termination of employment or
the executive's voluntary termination of employment for "good reason" (as
defined in the Agreement) (the "Termination of Employment"), the Company or the
Bank will pay the executive (or in the event of her subsequent death, her
estate), a lump sum amount equal to two (2) times her base salary in effect on
the date of the Termination of Employment. The Agreement also includes
non-competition and non-solicitation provisions to which the executive would be
subject for a period of twenty-four (24) months following her Termination of
Employment.
In connection with the appointment, the Bank also entered into a supplemental
executive retirement agreement (the "SERP") with Ms. Jackson. The SERP provides
Ms. Jackson with a retirement benefit following the executive's retirement on or
after the completion of fourteen years of service equal to $1,650,000. Amounts
under the SERP are payable on the first day of the month following the lapse of
six (6) months after termination of employment. The SERP provides for a reduced
benefit in the event the executive terminates her employment prior to the
completion of fourteen years of service, for a reason other than change in
control.
The foregoing description of the Agreement and SERP are qualified in its
entirety by reference to the Agreement and SERP that are attached hereto as
Exhibits 10.1 and 10.2 of this Current Report, and is incorporated by reference
into this Item 5.02.
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
Exhibit No. Exhibit
Exhibit 10.1 Employment Agreement between East Boston
Savings Bank and Deborah J. Jackson, dated
January 20, 2009.
Exhibit 10.2 Supplemental Executive Retirement Agreement
between East Boston Savings Bank and Deborah J.
Jackson, dated January 20, 2009.
Exhibit 99.1 Press release dated January 22, 2009.
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 22, 2009 By: /s/ Leonard V. Siuda
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Leonard V. Siuda
Treasurer and Chief Financial Officer