Exhibit 10.6
Exhibit
10.6: Form of Change In Control Agreement between Hampden Bank,
Hampden Bancorp, Inc. and the individuals listed
below
Hampden
Bancorp, Inc. and Hampden Bank extended the term of the change in
control agreements with the individuals listed below, previously
entered into on January 16, 2007, for a period of one year as
allowed under the agreements. The agreements are substantially
identical in all material respects (except as noted below) as the
attached Form of Change in Control Agreement.
Parties to
Change In Control Agreement:
Hampden
Bancorp, Hampden Bank and Richard L. DeBonis
Hampden
Bancorp, Hampden Bank and William D. Marsh, III
Hampden
Bancorp, Hampden Bank and Robert A. Massey
Hampden
Bancorp, Hampden Bank and Robert J. Michel (1)
Hampden
Bancorp, Hampden Bank and Sheryl L. Shinn
Hampden
Bancorp, Hampden Bank and Craig W. Kaylor
Hampden
Bancorp, Hampden Bank and Lynn Stevens Bunce
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(1)
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Mr.
Michel’s Change In Control Agreement is substantially
identical to Exhibit 10.6 except as to the lump-sum cash payment
upon termination, which is equal to two (2) times the
Employee’s average “Annual Compensation” over the
five most recently completed calendar years.
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CHANGE IN CONTROL
AGREEMENT
This Change in Control Agreement (the
“Agreement”) is made and entered into by and
between
(the “Employee”), HAMPDEN BANK, a
Massachusetts-chartered savings bank, with its principal
administrative office at 19 Harrison Avenue, Springfield, MA 01102
(the “Bank”), and HAMPDEN BANCORP, INC., a corporation
organized under the laws of the State of Delaware, the holding
company for the Bank (the “Holding Company”), effective
as of the latest date set forth by the signatures of the parties
hereto below (the “Effective Date”).
WHEREAS, it is expected that the Bank and/or the
Holding Company from time to time will consider the possibility of
an acquisition by another company or other change in control. The
Board of Directors of the Bank (the “Board”) recognizes
that such consideration can be a distraction to the Employee and
can cause the Employee to consider alternative employment
opportunities. The Board has determined that it is in the best
interests of the Bank and its shareholders to assure that the Bank
will have the continued dedication and objectivity of the Employee,
notwithstanding the possibility, threat or occurrence of a Change
in Control (as defined below) of the Bank or the Holding
Company.
WHEREAS, the Board believes that it is in the
best interests of the Bank and its shareholders to provide the
Employee with an incentive to continue his employment and to
motivate the Employee to maximize the value of the Bank upon a
Change in Control for the benefit of its shareholders.
WHEREAS, the Board believes that it is
imperative to provide the Employee with certain severance benefits
upon Employee’s termination of employment following a Change
in Control that provides the Employee with enhanced financial
security and provides incentive and encouragement to the Employee
to remain with the Bank notwithstanding the possibility of a Change
in Control.
NOW, THEREFORE, in consideration of the mutual
promises, terms, provisions, and conditions contained in this
Agreement, the parties hereby agree as follows:
1.
TERM OF AGREEMENT. The initial term of this Agreement shall
commence as of the Effective Date and shall continue for two (2)
years. The Board may extend the term of this Agreement for a
successive one (1) year term at the end of the initial term, in its
discretion.
2.
AT-WILL EMPLOYMENT. The Bank and the Employee acknowledge that the
Employee’s employment is and shall continue to be at-will, as
defined under Massachusetts law at the time of the execution of
this Agreement. If the Employee’s employment terminates (a)
for any reason before a Change in Control (defined below), (b) for
Cause (defined below) following a Change in Control, (c) without
Good Reason (defined below) following a Change in Control, or (d)
as a result of the Employee’s Death or Disability (defined
below), the Employee shall not be entitled to any payments,
benefits, damages, awards or compensation other than as provided by
this Agreement or as may otherwise be available in accordance with
the Bank’s established employee plans and practices or
pursuant to other agreements with the Bank.
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3.
PAYMENTS IN CONNECTION WITH A CHANGE
IN CONTROL.
(a)
For purposes of this Agreement, a
“Change in Control” shall mean any of the following
events:
(1)
MERGER. The Bank or the Holding
Company merges into or consolidates with another entity, or merges
another corporation into the Bank or Holding Company, and as a
result, less than a majority of the combined voting power of the
resulting corporation immediately after the merger or consolidation
is held by persons who were stockholders of the Bank or the Holding
Company immediately before the merger or consolidation;
(2)
ACQUISITION OF SIGNIFICANT SHARE
OWNERSHIP. There is filed, or is required to be filed, a report on
Schedule 13D or another form or schedule (other than Schedule 13G)
required under Sections 13(d) or 14(d) of the Securities Exchange
Act of 1934, as amended, if the schedule discloses that the filing
person or persons acting in concert has or have become the
beneficial owner of 25% or more of a class of the Bank or the
Holding Company’s voting securities, but this clause (ii)
shall not apply to beneficial ownership of Bank or Holding Company
voting shares held in a fiduciary capacity by an entity of which
the Bank or the Holding Company directly or indirectly beneficially
owns 50% or more of its outstanding voting securities.
(3)
CHANGE IN BOARD COMPOSITION. During
any period of two consecutive years, individuals who constitute the
Bank’s or the Holding Company’s Board of Directors at
the beginning of the two-year period cease for any reason to
constitute at least a majority of the Bank’s or the Holding
Company’s Board of Directors; provided, however, that for
purposes of this clause (iii), each director who is first elected
by the board (or first nominated by the board for election by the
members) by a vote of at least two-thirds (2/3) of the directors
who were directors at the beginning of the two-year period shall be
deemed to have also been a director at the beginning of such
period; or
(4)
SALE OF ASSETS. The Bank or the
Holding Company sells to a third party all or substantially all of
its assets.
(5)
TENDER OFFER. A tender offer is made
for 25% or more of the voting securities of the Bank or the Holding
Company.
(b)
For purposes of this Agreement,
“Termination for Cause” shall mean termination because
of, in the good faith determination of the Board,
Employee’s:
(1)
Act of dishonesty, falsification of
Bank or Holding Company documents, or other intentional
misrepresentation related to business matters of the Bank or the
Holding Company;
(3)
Willful misconduct or action in bad
faith;
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(4)
Breach of fiduciary duty;
(5)
Failure to substantially perform his
stated duties and obligations to the Bank, including, but not
limited to, one or more acts of gross negligence;
(6)
Willful violation of any law, rule,
or regulation (other than traffic violations or similar offenses)
that reflects adversely on the reputation of the Bank or the
Holding Company, any felony conviction, any violation of law
involving moral turpitude, or any violation of a final
cease-and-desist order;
(7)
Commission of any tortious act,
unlawful act or malfeasance that causes or reasonably could cause
harm to the Bank or the Holding Company;
(8)
Material breach of any provision of
this Agreement, or the written policies of the Bank and/or Holding
Company (including, but not limited to the Hampden Bank Code of
Ethics and Conflict of Interest Policy); and/or
(9)
Violation of the Securities Act of
1933 or the Securities Exchange Act of 1934.
(c)
For purposes of this Agreement,
“Good Reason” shall exist if, without Employee’s
express written consent, the Bank or the Holding Company materially
breaches any of its obligations under this Agreement. Such a
material breach shall be deemed to occur upon any of the
following:
(1)
A material reduction in
Employee’s responsibilities or authority in connection with
his employment with the Bank or the Holding Company;
(2)
Following a Change in Control, any
material reduction in salary or benefits below the amounts Employee
was entitled to receive before the Change in Control; or
(3)
A requirement that Employee relocate
his principal business office or his principal place of residence
outside of the area consisting of a thirty-five (35) mile radius
from the current main office of the Bank and any branch of the
Bank, or the assignment to Employee of duties that would reasonably
require such a relocation.
Notwithstanding the foregoing, a reduction or
elimination of Employee’s benefits under one or more benefit
plans maintained as part of a good faith, overall reduction or
elimination of such plans or benefits, applicable to all
participants in a manner that does not discriminate against
Employee (except as such discrimination may be necessary to comply
with law), will not constitute an event of Good Reason or a
material breach of this Agreement, provided that benefits of the
same type or to the same general extent as those offered under such
plans before the reduction or elimination are not available to
other officers of the Bank or any affiliate under a plan or plans
in or under which Employee is not entitled to
participate.
(d)
For purposes of this Agreement,
“Disability” shall have the same meaning given to such
term under the Bank’s Long-Term Disability plan as in effect
from time to time, or, if no such plan is then in effect, the
meaning described in Section 22(c)(3) of the Internal Revenue
Code (the “Code”).
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(e)
In the event that, upon a change in
ownership or control within the meaning of Section 409A(a)(2)(A)(v)
of the Code, Employee is offered employment with the Bank or its
successor that is comparable in terms of compensation and
responsibilities, and Employee stays for six (6) months after the
change in ownership or control is completed, Employee shall receive
a lump sum payment in the amount of three (3) months base
salary.
(f)
TERMINATION. If within the period
ending two (2) years after a Change in Control, (i) the Bank or the
Holding Company terminates Employee’s employment Without
Cause (defined in Section 3(b)), or (ii) Employee voluntarily
terminates his employment With Good Reason (defined in Section
3(c)), the Bank will pay Employee, not later than ten (10) calendar
days after the date of termination of Employee’s
employment:
(1)
Employee’s base salary through
the effective date of termination, and payment for any accrued but
unpaid compensation;
(2)
one lump-sum cash payment equal to
one (1) times Employee’s average “Annual
Compensation” over the five (5) most recently completed
calendar
