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CHANGE IN CONTROL AGREEMENT
This AGREEMENT is made effective as of the 1st day of May, 2007,
by and
between UNITED BANK, a federally chartered stock savings bank
(the "Bank"), and
MARK A. ROBERTS ("Executive"). Any reference to the "Company"
herein shall mean
UNITED FINANCIAL BANCORP, INC., or any successor thereto. The
Company has
executed this Agreement solely for purposes of guaranteeing the
performance of
the Bank hereunder.
WHEREAS, the Bank recognizes the substantial contribution
Executive has
made to the Bank and wishes to provide Executive with certain
protections and
benefits in the event of a Change in Control of the Bank or the
Company, as
provided in this Agreement; and
WHEREAS, Executive has been elected to, and has agreed to serve
in the
position of Executive Vice President for the Bank, a position of
substantial
responsibility;
NOW, THEREFORE, in consideration of the contribution of
Executive, and upon
the other terms and conditions hereinafter provided, the parties
hereto agree as
follows:
1. TERM OF AGREEMENT
The "term" of this Agreement shall begin on the effective date
set forth
above and shall continue for thirty-six (36) full calendar
months thereafter.
Commencing on May 1, 2008, and continuing on the first day of
May of each year
thereafter (the "Anniversary Date"), this Agreement shall renew
for an
additional year such that the remaining term shall be three (3)
years, unless
written notice of non-renewal ("Non-Renewal Notice") is provided
to Executive at
least thirty (30) days and not more than sixty (60) days prior
to such
Anniversary Date that this Agreement shall not be renewed. The
Board will
conduct a performance evaluation and review of Executive for
purposes of
determining whether or not to renew or extend this Agreement and
the results
thereof shall be included in the minutes of the Board's meeting.
In the event
the Board determines not to renew or extend this Agreement, the
Board shall
provide a Non-Renewal Notice to Executive, and the remaining
term of this
Agreement shall be twenty-four (24) months. If Executive is also
a director then
he shall abstain from any and all voting with respect to the
renewal or
extension of the term of this Agreement.
2. PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL AND
TERMINATION
This Agreement provides for certain payments and benefits to
Executive only
in the event of a Change in Control followed by Executive's
Involuntary
Termination as described in this Agreement.
(a) Upon the occurrence of a "Change in Control" of the Bank or
the Company
followed at any time during the term of this Agreement by the
Involuntary
Termination of Executive's employment, other than Termination
for Cause, death
or Disability of Executive, the Bank shall be obligated to pay
or provide
Executive or in the event of his subsequent death, his
beneficiary or
beneficiaries, or his estate, as the case may be:
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(i) Within thirty (30) days of Executive's Involuntary
Termination, as
severance pay, a sum equal to two times the sum of (a) the
highest
rate of base salary, and (b) highest rate of bonus awarded
to
Executive during the prior three years.
(ii) Life insurance and non-taxable medical and dental coverage
(at
the expense of the Bank) substantially identical to the
coverage
maintained by the Bank for Executive prior to his
Involuntary
Termination, provided, however, such medical coverage shall
cease upon
the earlier of (i) the expiration of twenty-four (24) months or
(ii)
the date Executive becomes eligible for Medicare coverage,
provided
further, that if Executive is covered by family coverage, or
coverage
for self and a spouse, then the Executive's family or spouse
shall
continue to be covered for the remainder of the twenty-four
month
period, or, in the case of the spouse, until the spouse
becomes
eligible for Medicare coverage, whichever period is less.
(iii) Within thirty (30) days following Executive's
Involuntary
Termination a lump sum payment in an amount equal to the present
value
of the Bank's contributions that would have been made on his
behalf
under each of the Bank's 401(k) Plan and employee stock
ownership plan
(and any other defined contribution plan maintained by the Bank
in
which Executive participates) if he had continued working for
the Bank
for a twenty-four (24) month period following his termination
earning
the Base Salary that would have been achieved during the
remaining
unexpired term of this Agreement and making the maximum amount
of
employee contributions permitted, if any, under such plan or
plans,
where such present values are to be determined using a discount
rate
of 6%.
(b) Upon the occurrence of a Change in Control, Executive will
have such
rights as specified in any other employee benefit plan with
respect to options,
stock awards or other stock incentives and such other rights as
may have been
granted to Executive under such plans.
(c) Any payments to Executive under this Section 2 (other than
payments
under Section 2(a)(ii)) should be made in a lump sum and reduced
by applicable
withholding taxes. Notwithstanding the foregoing, in the event
Executive is a
"Specified Employee" (as defined herein) no payment shall be
made to Executive
under sub-sections 2(a)(i) or 2(a)(iii) prior to the first day
of the seventh
month following Executive's Involuntary Termination in excess of
the "permitted
amount" under Section 409A of the Internal Revenue Code. For
these purposes the
"permitted amount" shall be an amount that does not exceed two
times the lesser
of: (A) the sum of Executive's annualized compensation based
upon the annual
rate of pay for services provided to the Bank for the calendar
year preceding
the year in which Executive has an Involuntary Termination, or
(B) the maximum
amount that may be taken into account under a tax-qualified plan
pursuant to
Section 401(a)(17) of the Internal Revenue Code for the calendar
year in which
the Involuntary Termination occurs. The payment of the
"permitted amount"shall
be made within thirty (30) days of the occurrence of the
Involuntary
Termination. Any payment in excess of the permitted amount shall
be made to
Executive on the first day of the seventh month following the
Involuntary
Termination.
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(d) Notwithstanding the preceding paragraphs of this Section 2,
in no event
shall the aggregate payments or benefits to be made or afforded
to Executive
under said paragraphs (the "Termination Benefits") constitute an
"excess
parachute payment" under Section 280G of the Code or any
successor thereto, and
in order to avoid such a result, Termination Benefits will be
reduced, if
necessary, to an amount (the "Non-Triggering Amount"), the value
of which is one
dollar ($1.00) less than an amount equal to three (3) times
Executive's "base
amount", as determined in accordance with said Section 280G. In
addition, in no
event shall the aggregate Termination Benefits to be made or
approved to
Executive ever exceed three (3) times "average annual
compensation" as such Term
is defined in OTS Regulatory Handbook Section 310 (Oversight by
the Board of
Directors).
(e) Executive shall not have the right to receive termination
benefits
pursuant to Section 2 hereof in the event of Executive's
Termination for Cause
or termination of employment due to Executive's death or
Disability.
3. DEFINED TERMS
The following capitalized terms used in this Agreement are
defined as set
forth below:
(a) Change in Control. A "Change in Control" of the Bank or the
Company
shall mean a change in control of a nature that: (i) would be
required to be
reported in response to Item 5.01 of the current report on Form
8-K, as in
effect on the date hereof, pursuant to Section 13 or 15(d) of
the Securities
Exchange Act of 1934 (the "Exchange Act"); or (ii) results in a
Change in
Control of the Bank or the Company within the meaning of the
Home Owners' Loan
Act, as amended, and applicable rules and regulations
promulgated thereunder
(collectively, the "HOLA") as in effect at the time of the
Change in Control; or
(iii) without limitation such a Change in Control shall be
deemed to have
occurred at such time as (a) any "person" (as the term is used
in Sections 13(d)
and 14(d) of the Exchange Act) is or becomes the "beneficial
owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of
the Company representing 25% or more of the combined voting
power of Company's
outstanding securities, except for any securities purchased by
the Bank's
employee stock ownership plan or trust; or (b) individuals who
constitute the
Board on the date hereof (the "Incumbent Board") cease for any
reason to
constitute at least a majority thereof, provided that any person
becoming a
director subsequent to the date hereof whose election was
approved by a vote of
at least three-quarters of the directors comprising the
Incumbent Board, or
whose nomination for election by the Company's stockholders was
approved by the
same Nominating Committee serving under an Incumbent Board,
shall be, for
purposes of this clause (b), considered as though he were a
member of the
Incumbent Board; or (c) a plan of reorganization, merger,
consolidation, sale of
all or substantially all the assets of the Bank or the Company
or similar
transaction in which the Bank or Company is not the surviving
institution occurs
or is effected; or (d) a proxy statement soliciting proxies from
stockholders of
the Company is distributed, by someone other than the current
management of the
Company, seeking stockholder approval of a plan of
reorganization, merger or
consolidation of the Company or similar transaction with one or
more business
organizations as a result of which the outstanding shares of the
class of
securities then subject to the plan are to be exchanged for or
converted into
cash or property or securities not issued by the Company; or (e)
a tender offer
is made f
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