Exhibit
10.30
Change in Control
Agreement
This
Change in Control Agreement (the
“Agreement”) is entered into as of this 27
th day of December, 2005 by and between NewMil
Bancorp, Inc., a Delaware corporation (hereafter “NewMil
Bancorp”), and June Walker, Senior Vice President of NewMil
Bank (the “Executive”).
Whereas , the Executive is employed by NewMil Bank, a
Connecticut-chartered savings bank and subsidiary of NewMil
Bancorp, and the Executive has made and is expected to continue to
make major contributions to the profitability, growth, and
financial strength of NewMil Bancorp and its
subsidiaries,
Whereas , NewMil Bancorp desires to provide additional
inducement for the Executive to continue to remain in the ongoing
employ of NewMil Bancorp and subsidiary, and NewMil Bancorp desires
to assure itself of the current and future continuity of management
and establish minimum severance benefits for certain of its
officers, including the Executive, if a Change in Control
occurs,
Whereas , NewMil Bancorp wishes to ensure that officers
and other key employees are not practically disabled from
discharging their duties if a proposed or actual transaction
involving a Change in Control arises, and
Whereas , none of the conditions or events included in
the definition of the term “golden parachute payment”
contained in section 18(k)(4)(A)(ii) of the Federal Deposit
Insurance Act [12 U.S.C. 1828(k)(4)(A)(ii)] and in Federal Deposit
Insurance Corporation Rule 359.1(f)(1)(ii) [12 CFR 359.1(f)(1)(ii)]
exists or, to the best knowledge of NewMil Bancorp, is contemplated
insofar as either of NewMil Bancorp or any of its subsidiaries is
concerned.
Now
Therefore , in
consideration of these premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows.
1.
Change in Control Combined
with Employment Termination . (a) Termination of Executive within
two years after a Change in Control . If a Change in
Control occurs during the term of this Agreement and if either of
the following occurs, the Executive shall be entitled to severance
benefits specified in Section 2 of this Agreement -
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1)
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Termination
by NewMil Bancorp or Subsidiary : the Executive’s employment with NewMil
Bancorp or its Subsidiaries is involuntarily terminated within two
years after a Change in Control, except for termination under
Section 4 of this Agreement. For purposes of this Agreement,
“Subsidiary” means an entity in which NewMil Bancorp
directly or indirectly beneficially owns 50% or more of the
outstanding voting securities, or
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2)
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Termination
by the Executive for Good Reason : the Executive terminates employment with
NewMil Bancorp or Subsidiaries for Good Reason (as defined in
Section 3) within two years after a Change in Control.
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If the
Executive’s employment terminates after discussions with a
third party regarding a Change in Control commence, and if those
discussions ultimately conclude with a Change in Control, then for
purposes of this Agreement termination of the Executive’s
employment shall be deemed to have occurred after the Change in
Control.
(b)
Definition of Change in
Control . For
purposes of this Agreement, “Change in Control” means
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Merger : NewMil Bancorp merges into or consolidates
with another corporation, or merges another corporation into NewMil
Bancorp, and as a result less than 50% of the combined voting power
of the resulting corporation immediately after the merger or
consolidation is held by persons who were the holders of NewMil
Bancorp’s voting securities immediately before the merger or
consolidation. For purposes of this Agreement, the term person
means an individual, corporation, partnership, trust, association,
joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or other entity, or
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Acquisition
of Significant Share Ownership : a report on Schedule 13D, Schedule TO, or
another form or schedule (other than Schedule 13G), is filed or is
required to be filed under Sections 13(d) or 14(d) of the
Securities Exchange Act of 1934, 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 NewMil
Bancorp’s voting securities (but this clause (2) shall not
apply to beneficial ownership of voting shares held by a Subsidiary
in a fiduciary capacity), or
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Change in
Board Composition :
during any period of two consecutive years, individuals who
constitute NewMil Bancorp’s board of directors at the
beginning of the two-year period cease for any reason to constitute
at least a majority thereof; provided, however , that -
for purposes of this clause (3) - each director who is first
elected by the board (or first nominated by the board for election
by stockholders) by a vote of at least two-thirds (
b
) of the directors who were
directors at the beginning of the period shall be deemed to have
been a director at the beginning of the two-year period,
or
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Sale of
Assets : NewMil Bancorp
sells to a third party substantially all of NewMil Bancorp’s
assets. For purposes of this Agreement, sale of substantially all
of NewMil Bancorp’s assets includes sale of the shares or
assets of NewMil Bank alone.
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2.
Severance
Benefits . (a)
Severance benefits . The severance benefits
to which the Executive is entitled under Section 1 are as follows
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Lump Sum
Payment : Within five
business days after the Executive’s employment terminates,
NewMil Bancorp shall make a lump sum payment to the Executive in an
amount in cash equal to 0.5 times the Executive’s annual
compensation. For purposes of this Agreement, annual compensation
means (a) the Executive’s annual base salary on the date of
the Change in Control or the Executive’s termination of
employment, whichever amount is greater, plus (b) any bonuses or
incentive compensation earned for the calendar year immediately
before the year in which the Change in Control occurred or
immediately before the year in which termination of employment
occurred, whichever amount is greater, regardless of when the bonus
or incentive compensation is or was paid. NewMil Bancorp recognizes
that the bonus and incentive compensation earned by the Executive
for a particular year’s service might be paid in the year
after the calendar year in which the bonus or incentive
compensation is earned. The amount payable to the Executive
hereunder shall not be reduced to account for the time value of
money or discounted to present value. If the Executive terminates
employment for Good Reason, the date of termination shall be the
date specified by the Executive in the notice of
termination.
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Benefit
Plans : NewMil Bancorp
shall cause the Executive to become fully vested in any qualified
and non-qualified plans, programs or arrangements in which the
Executive participated if the plan, program, or arrangement does
not address the effect of a change in control. NewMil Bancorp also
shall contribute or cause a Subsidiary to contribute to the
Executive’s 401(k) plan account, if any, the matching and
profit-sharing contributions, if any, that the Executive is
entitled to based upon all W-2 income earned for the plan
year.
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(b)
No mitigation
required .
NewMil Bancorp hereby acknowledges that it will be difficult and
could be impossible (1) for the Executive to find reasonably
comparable employment, and (2) to measure the amount of damages the
Executive will suffer as a result of employment termination.
Additionally, NewMil Bancorp acknowledges that its general
severance pay plans do not provide for mitigation, offset, or
reduction of any severance payment received thereunder. NewMil
Bancorp further acknowledges that the payment of severance benefits
by NewMil Bancorp under this Agreement is reasonable and will be
liquidated damages, and the Executive shall not be required to
mitigate the amount of any payment provided for in this Agreement
by seeking other employment, nor will any profits, income,
earnings, or other benefits from any source whatsoever create any
mitigation, offset, reduction, or any other obligation on the part
of the Executive.
3.
Good Reason
. For purposes of this Agreement,
“Good Reason” means the occurrence of any of the
following events or conditions without the Executive’s
express written consent -
(a)
Reduced base
salary :
involuntary reduction of the Executive’s base salary,
or
(b)
Participation in benefit
plans reduced or terminated : reduction of the Executive’s bonus,
incentive, or other compensation award opportunities under NewMil
Bancorp’s or Subsidiaries’ benefit plans, unless a
company-wide reduction of all officers’ award opportunities
occurs simultaneously, or termination of the Executive’s
participation in any officer or employee benefit plan maintained by
NewMil Bancorp or Subsidiaries, unless the plan is terminated
because of changes in law or loss of tax deductibility to NewMil
Bancorp or Subsidiaries for contributions to the plan, or unless
the plan is terminated as a matter of policy applied equally to all
participants in the plan, or
(c)
Reduced responsibilities
or status :
assignment to the Executive of duties or responsibilities that are
materially inconsistent with the Executive’s duties and
responsibilities immediately before the Change in Control; any
other action by NewMil Bancorp or its successor that results in a
material reduction or material adverse change in the
Executive’s position, authority, duties or responsibilities;
failure to nominate the Executive as a director of NewMil Bancorp
if the Executive shall have been a director immediately before the
Change in Control; or failure to elect or reelect the Executive or
cause the Executive to be elected or reelected to the board of
directors of NewMil Bank if the Executive shall have been a
director immediately before the Change in Control, or
(d)
Failure to obtain
assumption agreement : failure to obtain an assumption of NewMil
Bancorp’s obligatio
