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: January 21, 2009
Century Bancorp, Inc.
(Exact name of registrant as specified in its charter)
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| Massachusetts
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0-15752
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04-2498617 |
| (State or other jurisdiction
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(Commission File No.)
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(IRS Employer |
| of incorporation)
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Identification No.) |
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| 400 Mystic Avenue
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02155 |
| Medford, MA
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(Zip Code) |
| (Address of principal executive |
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| offices) |
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(781) 391-4000
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On January 14, 2009, the Board of Directors (the “Board”) of Century Bancorp, Inc. (the
“Company”) ratified the approval by the Compensation Committee of the Board (the “Committee”) on
November 25, 2008 of certain changes to the Company’s Supplemental Executive Retirement and
Insurance Plan (the “Plan”) and its authorization of management to amend the Plan document
accordingly as soon as reasonably practicable.
The Board ratified the Committee’s vote to allow participants to be designated as members
of the Executive Management Group under the Plan. The Plan had previously been amended to close
this designation to new Plan participants. The Committee has discretion to designate members of
the group from time to time. The benefits to which Executive Management Group members are entitled
under the Plan vary from those to which other participants in the Plan are entitled, and the
vesting periods for group members and other participants are different.
The Board also ratified the Committee’s vote to allow the Committee in its discretion to give
a participant credit for years of service additional to those to which such participant would
otherwise have been entitled.
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers |
On January 14, 2009, the Board ratified the Committee’s admission of Linda Sloane Kay, William
P. Hornby and Brian J. Feeney into the Plan as members of the Executive Management Group effective
as of January 1, 2009 and the Committee’s vote to credit Mr. Feeney with one additional year of
participation in the Plan.
The Board also ratified the Committee’s vote to credit Barry R. Sloane with two additional
years of participation in the Plan and its affirmation that he was admitted into the Plan as a
member of the Executive Management Group as of April 5, 2004.