Exhibit 10.17
ENFIELD FEDERAL SAVINGS AND LOAN ASSOCIATION
ONE YEAR CHANGE IN CONTROL AGREEMENT
This One Year Change In
Control Agreement is made and entered into
on
December 8, 2008 (the "Effective Date") by and between
Enfield Federal Savings
and Loan Association (the
"Association") a federally chartered
financial
institution, with its principal
offices at 855 Enfield Street,
Enfield,
Connecticut 06082, Michael J. Marcucci ("Executive") and New
England Bancshares,
Inc. (the "Company"), a Maryland
corporation and the holding company of the
Association, as guarantor (the "Agreement"). Any reference to the
"Bank" as used
herein shall mean Valley Bank, an affiliate of the Association.
WHEREAS, the
Association recognizes the importance of Executive to
the
Association's operations and wishes to protect his position with
the Association
in the event of a Change in Control of the Association
or the Company for the
period provided for in this Agreement; and
WHEREAS, Executive and the Board of
Directors of the Association desire to
enter into this Agreement setting forth the terms and conditions of
payments due
to Executive in the event of a Change in Control
and the related rights and
obligations of each of the parties.
NOW, THEREFORE, in
consideration of the promises and mutual covenants
herein contained, it is hereby agreed as follows:
1. Term of Agreement.
(a) The term of this
Agreement shall be (i) the initial term, consisting
of the period commencing on the
Effective Date and ending on the
first
anniversary of the Effective Date, plus
(ii) any and all extensions of the
initial term made pursuant to this Section 1.
(b) Commencing on
the first anniversary of the
Effective Date and
continuing each anniversary date
thereafter, the Board of Directors of the
Association (the "Board of Directors") may extend the term of this
Agreement for
an additional one (1) year period beyond the then
effective expiration date,
provided that Executive shall not have given at least
sixty (60) days' written
notice of his desire that the term not be extended.
(c)
Notwithstanding anything in this Section to
the contrary, this
Agreement shall terminate if Executive or the Association
terminates Executive's
employment prior to a Change in Control.
2. Change in Control.
(a) Upon the occurrence
of a Change in Control of the Association or the
Company followed at any time
during the term of this
Agreement by the
termination of Executive's employment
in accordance with the terms of this
Agreement, other than for Just Cause,
as defined in Section 2(c) of this
Agreement, the provisions of Section 3 of this Agreement
shall apply. Upon the
occurrence of a Change in Control, Executive shall have the right
to elect to
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voluntarily terminate his employment at
any time during the term of this
Agreement following an event constituting "Good Reason."
"Good Reason" means,
unless Executive has consented in writing thereto,
the occurrence following a Change in Control, of any of the
following:
(i)
the assignment to Executive
of any duties materially
inconsistent with Executive's position, including any material
change in status, title, authority, duties or responsibilities
or any other action that results in a
material diminution in
such status, title, authority, duties or
responsibilities,
excluding for this purpose an isolated,
insubstantial and
inadvertent action not taken in bad faith and that is remedied
by the Association or Executive's employer reasonably promptly
after receipt of notice thereof given by the Executive;
(ii) a material reduction by
the Association or Executive's
employer of the Executive's base salary in effect
immediately
prior to the Change in Control;
(iii) the relocation of the Executive's office to
a location more
than
twenty-five (25) miles from its location as of the date
of this Agreement;
(iv) the taking of any action by the
Association or any of its
affiliates or successors that would
materially adversely
affect the Executive's overall
compensation and benefits
package, unless such changes to the compensation and
benefits
package are made on a
non-discriminatory basis to all
employees; or
(v) the failure of the
Association or the affiliate of the
Association by which Executive is employed, or any
affiliate
that directly or indirectly owns or controls any affiliate
by
which Executive is employed, to obtain
the assumption in
writing of the Association's
obligation to perform this
Agreement by any successor to all or substantially all of
the
assets of the Association or such affiliate within thirty (30)
days after a reorganization, merger,
consolidation, sale or
other disposition of assets of
the Association or such
affiliate.
Upon the occurrence of any
event described in clauses (i), (ii), (iii),
(iv), and (v) above, Executive shall have the
right to elect to terminate his
employment under this Agreement by resignation
upon not less than thirty (30)
days prior written notice given within
a reasonable period of time (not to
exceed, except in case of a continuing breach, ninety (90) days)
after the event
giving rise to said right to elect, which termination by
Executive shall be for
"Good Reason." The Association shall have at
least thirty (30) days to remedy
any condition set forth in clauses (i) through (v), provided,
however, that the
Association shall be entitled to waive such period and make an
immediate payment
in accordance with Section 3.
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(b) For
purposes of this Agreement, a "Change in
Control" shall be
deemed to occur on the earliest of:
(i) Merger: The Company
or the Association merges into or
consolidates with another corporation,
or merges another
corporation into the Company or the
Association, 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
Company immediately before the merger or consolidation.
(ii) Acquisition of Significant Share Ownership: There
is filed or
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, 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 Company's voting securities, but this clause
(ii) shall not apply to beneficial ownership of Company voting
shares held in a fiduciary capacity by an entity of which
the
Company directly or indirectly beneficially owns 50% or
more
of its outstanding voting securities.
(iii) Change in Board Composition:
During any period of one
consecutive years,
individuals who
constitute the
Association's or the
Company's Board of Directors at the
beginning of the one year period cease for
any reason to
constitute at least a majority
of the Company's or the
Association'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 stockholders) by a vote of at least two-thirds
(2/3) of the directors who were directors at the beginning
of
the one year period shall be deemed
to have also been a
director at the beginning of such period; or
(iv) Sale of Assets: The Company or
the Association sells to a
third party all or substantially all of its assets.
Notwithstanding the foregoing, a merger or combination of the
Bank with or into
the Association, or vice versa, or any
other affiliate of the Company or a
similar merger or combination of the
Association into the Bank or any of its
affiliates, or any other type
of corporate reorganization involving
the
Association or any other affiliate of the Company shall not
constitute a Change
in Control for purposes of this Agreement.
(c) Executive shall not
have the right to receive termination benefits
pursuant to Section 3 hereof upon termination for
Just Cause. The term "Just
Cause" shall mean termination because
of Executive's personal dishonesty,
incompetence, willful misconduct, any
breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties,
willful violation
of any law, rule, regulation
(other than traffic violations or
similar
offenses), final cease
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and desist order, or any material breach of any
provision of this Agreement.
Notwithstanding the foregoing, Executive
shall not be deemed to have been
terminated for Just Cause unless and until there shall
have been delivered to
him a copy of a resolution duly adopted by the affirmative vote of
a majority of
the entire membership of the Board of
Directors at a meeting of the Board of
Directors called and held for that purpose (after reasonable notice
to Executive
and an opportunity for him, together with counsel, to be
heard before the Board
of Directors), finding that in the good faith opinion of the Board
of Directors,
Executive was guilty of conduct
justifying termination for Just Cause and
specifying the particulars thereof in detail. Executive shall not
have the right
to receive compensation or other benefits for any period
after termination for
Just Cause. During the period beginning on the date of the Notice
of Termination
for Just Cause pursuant to Section 4 hereof
through the Date of Termination,
stock options granted to Executive under
any stock option plan shall not be
exercisable nor shall any unvested stock awards granted to
Executive under any
stock benefit plan of the
Association, the Company or any
subsidiary or
affiliate thereof, vest. At the Date of Termination, such
stock options and any
such unvested stock awards
