AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Exhibit
10.7.3
AMENDED
AND RESTATED EMPLOYMENT AGREEMENT
This
EMPLOYMENT AGREEMENT (this "Agreement") was originally made and entered into
as
of April 1, 2004 and is hereby amended and restated as of January 3, 2006 by
and
between NewAlliance Bancshares, Inc., a business corporation organized under
the
laws of the State of Delaware (the "Company"), NewAlliance Bank, a Connecticut
savings bank (the "Bank"), and Xxxx X.X. Xxxxxxxxxx (the
"Executive").
W
I T N E
S S E T H :
WHEREAS,
the Bank has converted from the mutual to the stock form of organization (the
"Conversion") and has concurrently become a wholly owned subsidiary of the
Company;
WHEREAS,
the Executive is currently employed as the Executive Vice President and Chief
Operating Officer of the Company and the Bank;
WHEREAS,
the Company and the Bank desire to ensure that the Company and the Bank are
assured of the continued availability of the Executive's services as provided
in
this Agreement, with the Company and the Bank collectively referred to herein
as
the "Employers"; and
WHEREAS,
the Executive is willing to serve the Company and the Bank on the terms and
conditions hereinafter set forth;
NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
conditions hereinafter set forth, the Employers and the Executive hereby agree
as follows:
SECTION
1. EFFECTIVE
DATE; EMPLOYMENT.
This
Agreement shall be effective on the date first written above (the "Effective
Date"). Each of the Employers agrees to employ the Executive, and the Executive
hereby agrees to such employment, during the period and upon the terms and
conditions set forth in this Agreement.
SECTION
2. EMPLOYMENT
PERIOD.
(a)
The
terms and conditions of this Agreement shall be and remain in effect during
the
period of three years beginning on the Effective Date and ending on the third
anniversary of the Effective Date (the Initial Term"), plus such extensions,
if
any, as are provided pursuant to Section 2(b) hereof (the "Employment
Period").
1
(b)
Except as provided in Section 2(c), prior to the first annual anniversary of
the
date first above written and each annual anniversary thereafter, the Boards
of
Directors of the Employers shall consider and review (after taking into account
all relevant factors, including the Executive's performance and any
recommendation of Chief Executive Officer) a one-year extension of the term
of
this Agreement, and the term shall continue to extend each year (beginning
with
the first annual anniversary date) if the Boards of Directors so approve such
extension unless the Executive gives written notice to the Employers of the
Executive's election not to extend the term, with such notice to be given not
less than ninety (90) days prior to any such anniversary date. If the Board
of
Directors elects not to extend the term, it shall give written notice of such
decision to the Executive not less than ninety (90) days prior to any such
anniversary date. If the Executive does not receive such notice, she may, by
written notice given at any time during the ninety (90) days prior to the
relevant anniversary date, request from the Board of Directors written
confirmation that the term has been extended and, if such confirmation is not
received by the Executive within thirty (30) days after the request therefor
is
made, the Executive may treat the term as having not been extended. Upon
termination of the Executive's employment with either of the Employers for
any
reason whatsoever, any annual extensions provided pursuant to this Section
2(b),
if not theretofore discontinued, shall automatically cease. In addition, no
annual renewals shall extend beyond the Executive's 65th
birthday, and in no event shall the Employment Period extend beyond the
Executive's 65th
birthday.
(c)
Nothing in this Agreement shall be deemed to prohibit the Employers at any
time
from terminating the Executive's employment during the Employment Period with
or
without notice for any reason, provided,
however,
that the
relative rights and obligations of the Employers and the Executive in the event
of any such termination, including any requirements with respect to prior notice
of such termination, shall be determined under this Agreement.
SECTION
3. DUTIES.
Throughout
the Employment Period, the Executive shall serve as the Executive Vice President
and Chief Operating Officer of each of the Employers, having such power,
authority and responsibility and performing such duties as are prescribed by
or
under the Bylaws of each of the Employers and as are customarily associated
with
such positions. The Executive shall report directly to the Chief Executive
Officer of the Company and/or the Bank. The Executive shall devote her full
business time, attention, skills and efforts (other than during weekends,
holidays, vacation periods, and periods of illness or leaves of absence and
other than as permitted or contemplated by Section 7 hereof) to the business
and
affairs of the Employers and shall use her best efforts to advance the interests
of the Employers.
SECTION
4. CASH
AND
OTHER COMPENSATION.
(a)
In
consideration for the services to be rendered by the Executive hereunder, the
Employers shall pay to her a salary of two hundred eighty nine thousand and
eight hundred dollars ($289,800) annually ("Base Salary") as of the date of
restatement of this Agreement. The Executive's Base Salary shall be payable
in
approximately equal installments in accordance with the Company's and the Bank's
customary payroll practices for senior officers. Base Salary shall include
any
amounts of compensation deferred by the Executive under any tax-qualified
retirement or welfare benefit plan or any other deferred compensation
arrangement. The Compensation Committees of the Board of Directors of the
Company (the "Company Board") and the Board of Directors of the Bank (the "Bank
2
(b)
The
Executive shall be entitled to participate in an equitable manner with all
other
executive officers of the Employers in discretionary bonuses to executive
officers as authorized by the Company Board and/or the Bank Board. No other
compensation provided for in this Agreement shall be deemed a substitute for
the
Executive's right to participate in such bonuses when and as declared by the
Company Board and/or the Bank Board. In connection with the foregoing, under
the
terms of the Bank's Executive Short Term Incentive Plan (the "ESTIP"), annual
cash bonuses can be awarded to the Executive in an amount equal to up to 200%
of
the Executive's Base Salary as in effect at the start of the ESTIP's plan year
to which the bonus relates. The Compensation Committee of the Board of Directors
of the Company shall make an annual determination of the exact percentage of
Base Salary to be used with respect to the possible bonus, if any, to be paid
to
the Executive for the relevant plan year and shall notify the Executive by
the
end of January of the ESTIP's plan year to which such percentage shall be
applicable, commencing January 2005.
SECTION
5. EMPLOYEE
BENEFIT PLANS AND PROGRAMS.
(a)
During the Employment Period, the Executive shall be treated as an employee
of
the Company and the Bank and shall be entitled to participate in and receive
benefits under any and all qualified or non-qualified retirement, pension,
savings or profit-sharing plans (including but not limited to, the Company's
Employee Stock Ownership Plan (the "ESOP"), the Bank's defined benefit pension
plan the Bank's 401(k) Profit Sharing Plan, the Bank's Supplemental Executive
Retirement Plan and the Bank's 2004 Supplemental Executive Retirement Plan
and
any similar plans that may be adopted in the future), any and all group life,
health (including hospitalization, medical and major medical), dental, accident
and long-term disability insurance plans, and any other employee benefit and
compensation plans (including, but not limited to, the ESTIP and any incentive
compensation plans or programs or any stock benefit plans) as may from time
to
time be maintained by, or cover employees of, the Company and the Bank, in
accordance with the terms and conditions of such employee benefit plans and
programs and compensation plans and programs and consistent with the Company's
and the Bank's customary practices. Nothing paid to the Executive under any
such
plan or program will be deemed to be in lieu of other compensation to which
the
Executive is
entitled
under this Agreement.
3
(b)
During the Employment Period, the Employers shall provide the Executive with
an
expense allowance ("Expense Allowance") equal to $600 per month to pay for
the
costs of an automobile. Such Expense Allowance shall take into account the
federal and state income tax effect on Executive of receipt of such allowance.
In the event that with respect to a given calendar year occurring during the
term of this Agreement, the Executive believes that she drove during such year
Business Miles (as hereinafter defined) in excess of the Covered Business Miles
(as hereinafter defined) in connection with the business of the Bank and/or
the
Company and wishes to seek reimbursement as provided herein for such excess,
within 45 days after the end of such calendar year, the Executive shall provide
information to the Company and the Bank (as well as any additional information
as the Employers may reasonably request in order to review the Executive’s
claim) with respect to the number of miles driven in the such calendar year
in
connection with the business of the Bank and/or the Company (“Business Miles”).
In the event the number of Business Miles driven during such calendar year
is
determined by the Employers to be more than 5,000 (except for the year ended
December 31, 2004, the amount shall be 3,750 miles) (“Covered Business Miles”),
the Bank or the Company will provide Executive an additional reimbursement
within 45 days of such determination for the Business Miles in excess of the
Covered Business Miles at the rate of $0.375 per mile (“Reimbursement Rate”).
The Expense Allowance, the Covered Business Miles and the Reimbursement Rate
shall be reviewed annually by the Compensation Committee of the Company Board
and, if increased, shall be reflected in an addendum hereto. Notwithstanding
the
foregoing, nothing herein shall be deemed to impose upon the Employers or
obviate the Executive's obligation, legal or otherwise, to maintain liability
insurance with respect to the Executive's personal use of an
automobile.
(c)
The
Employers shall provide and pay for a parking space for Executive in the Bank's
main office parking garage or, if such space shall become unavailable due to
tenant commitments or otherwise, in an alternative convenient closed parking
garage.
(d)
The
Executive shall be entitled to paid holidays and paid vacation consistent with
the Employers' policy for executive officers.
(e)
The
Employers shall provide during the term of this Agreement, subject to the
limitations set forth herein, for the Executive to receive, at the Employers'
expense, the services of a tax professional and a personal financial planning
professional (which may be the same person or entity for both services) (the
"Tax Service Professional") selected by the Employers and reasonably
satisfactory to the Executive. Subject to the limitations set forth herein,
if
the Employers do not specify a Tax Services Professional reasonably acceptable
to the Executive, the Executive will be entitled to use the services of a Tax
Services Professional of her choosing and seek reimbursement by the Employers
for the reasonable cost of such Tax Service Professional actually incurred
by
the Executive. The services to be provided shall include (i) the preparation
of
all required federal, state and local personal income tax returns, (ii) advice
with respect to federal, state and local income tax treatment of cash and other
forms of compensation paid to the Executive by the Employers and (iii)
investment and retirement counseling and estate planning. Notwithstanding the
foregoing,
4
(f)
During the Employment Period, the Employers will reimburse and/or pay for the
Executive's cost of membership in a mutually agreed upon club (or such successor
club reasonably agreed to by the Employers and the Executive), including all
membership bonds or surety, initiation or membership fees, annual dues, capital
assessments, and all business-related expenses incurred at the club ("Club
Expenses"). The Executive shall be reimbursed for the cost of Club Expenses
expended by the Executive and any such reimbursement and/or payment of the
Club
Expenses by the Employers shall take into account the federal and state income
tax effect on the Executive of receipt of reimbursement for the Club
Expenses.
SECTION
6. INDEMNIFICATION
AND INSURANCE.
(a)
During the Employment Period and for a period of six years thereafter, the
Employers shall cause the Executive to be covered by and named as an insured
under any policy or contract of insurance obtained by them to insure their
directors and officers against personal liability for acts or omissions in
connection with service as an officer or director of the Employers or service
in
other capacities at the request of the Employers. The coverage provided to
the
Executive pursuant to this Section 6 shall be of the same scope and on the
same
terms and conditions as the coverage (if any) provided to other officers or
directors of the Employers or any successors.
(b)
To
the maximum extent permitted under applicable law, the Employers shall indemnify
the Executive against and hold her harmless from any costs, liabilities, losses
and exposures that may be incurred by the Executive in her capacity as a
director or officer of the Employers or any subsidiary or
affiliate.
SECTION
7. OUTSIDE
ACTIVITIES.
The
Executive may (a) serve as a member of the boards of directors of such business,
community and charitable organizations as she may disclose to and as may be
approved by the Employers (which approval shall not be unreasonably withheld),
and (b) perform duties as a trustee or personal representative or in any other
fiduciary capacity, provided
that
in each
case such service shall not materially interfere with the performance of her
duties under this Agreement or present any conflict of interest. The Executive
may also engage in personal business and investment activities which do not
materially interfere with the performance of her duties hereunder, provided
that
such
activities are not prohibited under any code of conduct or investment or
securities trading policy established by the Employers and generally applicable
to all similarly situated executives. If the Executive is discharged or
suspended, or is subject to any regulatory prohibition or restriction with
respect to participation in the affairs of the Bank, she shall continue to
perform services for the Company in accordance with this Agreement but shall
not
directly or indirectly provide services to or participate in the affairs of
the
Bank in a manner inconsistent with the terms of such discharge or suspension
or
any applicable regulatory order.
5
SECTION
8. WORKING
FACILITIES AND EXPENSES.
It
is
understood by the parties that the Executive's principal place of employment
shall be at the Employers' principal executive office located in New Haven,
Connecticut, or at such other Board approved location within 50 miles
of
the address of such principal executive office, or at such other location as
the
Employers and the Executive may mutually agree upon. The Employers shall provide
the Executive at her principal place of employment with a private office,
secretarial services and other support services and facilities suitable to
her
position with the Employers and necessary or appropriate in connection with
the
performance of her assigned duties under this Agreement. The Employers shall
reimburse the Executive for her ordinary and necessary business expenses
attributable to the Employers' business, including, without limitation, the
Executive's travel and entertainment expenses incurred in connection with the
performance of her duties for the Employers under this Agreement, in each case
upon presentation to the Employers of an itemized account of such expenses
in
such form as the Employers may reasonably require.
SECTION
9. TERMINATION
OF EMPLOYMENT WITH BENEFITS.
(a)
Subject to Sections 9(b) and 9(c), the Executive shall be entitled to the
benefits described in Section 9(b) in the event that:
(i)
her
employment with both of the Employers terminates during the Employment Period
as
a result of the Executive's voluntary resignation within six full calendar
months following:
(A)
the
failure of either the Company Board or the Bank Board to appoint or re-appoint
the Executive to the positions with the Company and the Bank stated in Section
3
of this Agreement;
(B)
the
expiration of a 30-day period following the date on which the Executive gives
written notice to the Employers of their material failure, whether by amendment
of the Certificate of Incorporation or Bylaws of either the Company or the
Bank,
or by action of the Company Board, the Company's shareholders, the Bank Board,
the Bank's shareholder(s), or otherwise, to vest in the Executive the functions,
duties or responsibilities prescribed in Section 3 of this Agreement, unless,
during such 30-day period, the Employers cure such failure;
(C)
the
expiration of a 30-day period following the date on which the Executive gives
written notice to the Employers of their material breach of any term, condition
or covenant contained in this Agreement (including, without limitation, any
reduction of the Executive's rate of Base Salary in effect from time to time
and
any change in the terms and conditions of any compensation or benefit program
in
which the Executive participates which, either individually or together with
other changes, has a material adverse effect on the aggregate value of her
total
compensation package), unless, during such 30-day period, the Employers cure
such failure;
6
(D)
a
Board approved change in the Executive's principal place of employment by a
distance in excess of 50
miles
from the Employers' principal executive office in New Haven,
Connecticut;
(E)
an
adverse change in the Executive's title and position from that set forth in
Section 3(a);
(F)
an
adverse material change in the Executive's duties, responsibilities and
authorities as prescribed in Section 3(a);
(G)
the
liquidation, dissolution, bankruptcy or insolvency of the Company or the
Bank;
(H)
either the receipt by the Executive of written notice pursuant to Section 2(b)
hereof that the Employment Period is not being extended as of any date or
expiration of the 30 day period specified in Section 2(b) hereof without the
Board of Directors having provided any requested confirmation that the
Employment Period has been extended, if (1) within 15 days of receipt of such
written notice or expiration of such 30 day period, the Executive notifies
the
Employers in writing (the "Executive Notice") that the Executive is willing
to
continue to serve for the remaining term of the Employment Period under the
terms and conditions of the Agreement as then currently in effect and (2) the
Employers notify the Executive in writing within 15 days after receipt of the
Executive Notice that the Employers do not accept such offer; or
(I)
the
termination of the Executive's employment by one of the Employers for reasons
other than those specified in Section 10 hereof; or
(ii)
the
Executive's employment with the Employers is terminated by the Employers during
the Employment Period for any reason other than for "cause," death or
"Disability," as provided in Section 10(a).
(b)
Subject to Section 9(c), and provided that no Change in Control (as defined
in
Section 11(a) hereof) has occurred, the Employers shall pay and provide to
the
Executive (or, in the event of her subsequent death, to her estate) the
following severance benefits for the period beginning on the date that her
employment terminates and ending on either (i) the last day of the Employment
Period or (ii) 24 months subsequent to the date of termination, whichever period
is greater (the "Severance Benefits Period"):
7
(i)
her
earned but unpaid Base Salary (including, without limitation, all items which
constitute wages under applicable law and the payment of which is not otherwise
provided for in this Section 9(b)) as of the date of the termination of her
employment, such payment to be made at the time and in the manner prescribed
by
law applicable to the payment of wages but in no event later than 30 days after
termination of employment;
(ii)
the
benefits, if any, to which she is entitled under the employee benefit plans
and
programs and compensation plans and programs maintained for the benefit of
the
Company's and the Bank's officers and employees (such benefits not to include
the expense allowance provided by Section 5(b)) through the date of the
termination of her employment;
(iii)
continued group life, health, dental, accident and long term disability
insurance benefits, in addition to that provided pursuant to Section 9(b)(ii),
and after taking into account the coverage provided by any subsequent employer,
if and to the extent necessary to provide for the Executive, for the Severance
Benefits Period, coverage equivalent to the coverage to which she would have
been entitled under such plans if she had continued to be employed during such
period at the highest annual rate of Base Salary achieved during the Employment
Period; provided,
however,
in the
event that such benefits cannot be provided, in whole or in part, to the
Executive as a non-employee subsequent to termination of employment, the
Employers, at their option, may instead contribute to the Executive's privately
obtained comparable coverage such that the Executive is not required to pay
any
more for such benefits than the Executive was required to pay immediately
preceding the date of termination; and
provided further,
that if
the provision of any of the benefits covered by this Section 9(b)(iii) would
trigger the 20% excise tax and interest penalties under Section 409A of the
Internal Revenue Code (the “Code”) either due to the nature of such benefit or
the length of time it is being provided, then the benefit(s) that would trigger
such tax and interest penalties due to the nature of the benefit shall not
be
provided at all and the benefit(s) that would trigger the tax and interest
penalties if provided beyond the “limited period of time” set forth in the
regulations under Section 409A shall not be provided beyond such limited period
of time (collectively, the “Excluded Benefits”), and in lieu of the Excluded
Benefits the Employers shall pay to the Executive, in a lump sum within 30
days
following termination of employment or within 30 days after such determination
should it occur after termination of employment, a cash amount equal to the
cost
to the Employers of providing the Excluded Benefits;
(iv)
a
lump sum cash amount, payable within 30 days following termination of
employment, equal to the present value of (A) the Executive's Annual
Compensation (as hereinafter defined) multiplied by (B) a fraction which is
either (1) the number of days left in the Employment Period if the Executive
had
not been terminated or (2) 730, whichever is greater, divided by 365, using
a
discount rate equal to the short-term applicable federal rate (determined under
Section 1274(d) of the Code) as published by the Internal Revenue Service (the
“IRS”) for the month in which the termination of employment occurs, compounded
monthly;
8
(v)
a
lump sum cash amount equal to the present value, determined by using a discount
rate equal to the short-term applicable federal rate (determined under Section
1274(d) of the Code) as published by the IRS for the month in which the
termination of employment occurs, of the pro rata portion of any target bonus
awarded to the Executive under the Bank's Executive Incentive Plan (the "EIP")
(or such other short-term incentive compensation plan(s) that the Employers
may
adopt subsequent to the date hereof as a replacement therefor) which relates
to
the calendar year in which such termination occurs; provided
that
such pro
rata portion will be calculated by multiplying the amount of the target bonus
by
a fraction the numerator of which is the number of days elapsed in the calendar
year as of the date of termination and the denominator is 365; provided,
further,
that
payment of such pro rated target bonus shall be paid within 30 days following
termination of employment;
(vi)
a
lump sum cash amount, payable within 30 days following termination of
employment, equal to the present value, determined by using a discount rate
equal to the short-term applicable federal rate (determined under Section
1274(d) of the Code) as published by the IRS for the month in which the
termination of employment occurs, of the excess, if any, of:
(A)
the
value of the aggregate benefits to which she would be entitled under any and
all
qualified defined benefit pension plans and non-qualified plans related thereto
maintained by, or covering employees of, the Company and the Bank if she were
100% vested thereunder and had continued to be employed during the Severance
Benefits Period at the highest annual rate of Base Salary achieved during the
Employment Period; over
(B)
the
value of the benefits to which she is actually entitled under such defined
benefit pension plans as of the date on which her employment terminates; such
values to be determined using the mortality tables prescribed under Section
415(b)(2)(E)(v) of the Code;
(vii)
a
lump sum cash amount, payable within 30 days following termination of
employment, equal to the present value, determined by using a discount rate
equal to the short-term applicable federal rate (determined under Section
1274(d) of the Code) as published by the IRS for the month in which the
termination of employment occurs, of the additional employer contributions
to
which she would have been entitled under any and all qualified defined
contribution plans and non-qualified plans related thereto maintained by, or
covering employees of, the Company and the Bank as if she were 100% vested
thereunder and had continued to be employed during the Severance Benefits Period
at the highest annual rate of Base Salary achieved during the Employment Period
and making the maximum amount of employee contributions, if any, required or
permitted under such plan or plans, provided that no payments shall be made
pursuant to this subsection (vi) with respect to the Company's ESOP if the
ESOP
is terminated effective as of a date within one year of the date of the
termination of the Executive's employment, with the Executive to reimburse
the
Employers for any such payments previously made; and
9
(viii)
within 30 days following the occurrence of an event described in Section 9(a),
upon the surrender of any shares previously awarded to the Executive under
any
restricted stock plan maintained by, or covering employees of, the Employers,
which are then subject to restrictions, a lump sum payment in an amount equal
to
the product of:
(A)
the
fair market value of a share of stock of the same class of stock granted under
such plan, determined as of the date of the Executive's termination of
employment; multiplied by
(B)
the
number of shares which are being surrendered.
The
Executive's "Annual Compensation" for purposes of this Agreement shall be deemed
to mean the sum of (i) the Executive's Base Salary in effect as of the date
of
termination of her employment and (ii) the greater of (A) average of the cash
incentive compensation earned by the Executive from the Employers or any
subsidiary thereof during the three calendar years immediately preceding the
calendar year in which the date of termination occurs or (B) the amount of
the
Executive's target bonus under the EIP (or such other short-term incentive
compensation plan(s) that the Employers may adopt subsequent to the date hereof
as a replacement therefor) for the calendar year in which the termination
occurs; provided,
however,
for
purposes of clause (ii) bonuses earned under the Bank's Performance Unit Plan
will not be included in cash incentive compensation for purposes of determining
average cash incentive compensation (or with respect to Section 11(b), the
highest level of cash incentive compensation).
The
Employers and the Executive further agree that the Employers may condition
the
payments and benefits (if any) due under Sections 9(b)(iii), (iv), (v), (vi)
and
(vii) on the receipt of the Executive's resignation from any and all positions
which she holds as an officer, director or committee member with respect to
the
Employers or any of their subsidiaries or affiliates and to the execution of
a
general release by the Executive.
(c)
The
Executive shall not be required to mitigate the amount of any benefits provided
pursuant to the provisions of Section 9(b) by seeking other employment or
otherwise. However, if the Executive becomes or is employed by another employer
subsequent to the first year following termination, any compensation received
by
Executive subsequent to the first year following termination through the end
of
the Severance Benefits Period shall be offset dollar for dollar against the
Employers' obligations set forth in Section 9(b) except with respect to Section
9(b)(iii), with the Executive to reimburse the Employers the amount of the
offset with respect to amounts previously paid by the Employers. In addition,
if
the Executive becomes employed by another entity subsequent to termination
hereunder, and under the terms of such employment is entitled to benefits
substantially similar to those provided in Section 9(b)(iii), the Employers
will
not be required to continue provision of the benefits set forth in said Section
9(b)(iii) for the remainder of the Severance Benefits Period.
10
SECTION
10. TERMINATION
WITHOUT ADDITIONAL EMPLOYER LIABILITY.
(a)
In
the event that the Executive's employment with the Employers shall terminate
during the Employment Period on account of:
(i)
the
discharge of the Executive for "cause," which, for purposes of this Agreement,
shall mean a discharge because either the Company Board or the Bank Board
determines that the Executive has: (A) willfully failed to perform her
assigned duties under this Agreement, other than any failure resulting from
the
Executive's incapacity due to physical or mental injury or illness; (B)
committed an act involving moral turpitude in the course of her employment
with
the Employers and their subsidiaries or affiliates; (C) engaged in willful
misconduct; (D) breached her fiduciary duties for personal profit; (E) willfully
violated, in any material respect, any law, rule or regulation (other than
traffic violations or similar offenses), written agreement or final
cease-and-desist order with respect to her performance of services for the
Company or the Bank, as determined by the Company Board or the Bank Board;
or
(F) materially breached the terms of this Agreement and failed to cure such
material breach during a 15-day period following the date on which the Company
Board or the Bank Board gives written notice to the Executive of the material
breach;
(ii)
the
Executive's voluntary resignation from employment (including voluntary
retirement) with the Company and the Bank for reasons other than those specified
in Section 9(a)(i); or
(iii)
the
death of the Executive while employed by the Employers, or the termination
of
the Executive's employment because of "Disability" as defined in Section 10(c)
below;
then
in
any of the foregoing events, the Employers shall have no further obligations
under this Agreement, other than (A) the payment to the Executive of her earned
but unpaid compensation as of the date of the termination of her employment,
(B)
the payment to the Executive of the benefits to which she is entitled under
all
applicable employee benefit plans and programs and compensation plans and
programs as of the date of termination of her employment, and (C) the provision
of such other benefits, if any, to which she is entitled as a former employee
under the Company's or the Bank's employee benefit plans and programs and
compensation plans and programs.
(b)
For
purposes of this Section 10, no act or failure to act, on the part of the
Executive, shall be considered "willful" unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive's action or omission was in the best interests of the Employers.
Any
act, or failure to act, based upon authority given pursuant to a resolution
duly
adopted by the Company Board, the Bank Board or based upon the written advice
of
counsel for the Employers shall be conclusively presumed to be done, or omitted
to be done, by the Executive in good faith and in the best interests of the
Employers. The cessation of employment of the Executive shall not be deemed
to
be for "cause" within the meaning of Section 10(a)(i) unless and until there
shall have been delivered to the Executive a copy of a resolution duly adopted
by the affirmative vote of three-fourths of the members of the Company Board
or
the Bank Board at a meeting of such Board called and held for such purpose
(after reasonable notice is provided to the Executive and the Executive is
given
an opportunity, together with counsel, to be heard before such Board), finding
that, in the good faith opinion of such Board, the Executive is guilty of the
conduct described in Section 10(a)(i) above, and specifying the particulars
thereof in detail.
11
(c)
"Disability" shall be deemed to have occurred if the Executive: (i) is unable
to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result
in
death or can be expected to last for a continuous period of not less than 12
months, or (ii) is, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than three months under an accident and health
plan covering employees of the Employers.
(d)
During any period in which the Executive is absent due to physical or mental
injury or disease, the Employers may, without breaching this Agreement, appoint
another person or persons to act as interim Executive Vice President and Chief
Operating Officer pending the Executive's return to her duties on a full-time
basis hereunder or her termination as a result of such Disability. Prior to
the
Executive's employment being terminated due to Disability under Section 10(e)
hereof, the Executive shall continue to receive her full Base Salary, bonuses
and other benefits to which she is entitled under this Agreement, including
continued participation in all employee benefit plans and programs.
(e)
The
Employers may provide notice to the Executive in writing that they intend to
terminate the Executive's employment under this Agreement, with the termination
date to be on or after the date that the Executive is deemed to have a
Disability. At the time her employment hereunder is terminated due to
Disability, (i) the Executive shall not be entitled to any payments or benefits
pursuant to Sections 4 and 5 hereof for periods subsequent to such date of
termination, and (ii) the Executive shall become entitled to receive the
Disability payments that may be available under any applicable long-term
disability plan or other benefit plan.
SECTION
11. PAYMENTS
UPON A CHANGE IN CONTROL.
(a)
The
term "Change in Control" shall mean a change in the ownership of the Company,
a
change in the effective control of the Company or a change in the ownership
of a
substantial portion of the assets of the Company as provided under Section
409A
of the Code, as amended from time to time, and any Internal Revenue Service
guidance, including Notice 2005-1, and regulations issued in connection with
Section 409A of the Code. In no event, however, shall a Change in Control be
deemed to have occurred as a result of any acquisition of securities or assets
of the Company, the Bank, or a subsidiary of either of them, by the Company,
the
Bank, or any subsidiary of either of them, or by any employee benefit plan
maintained by any of them.
12
(b)
If
the Executive's employment by the Employers shall be terminated subsequent
to a
Change in Control and during the term of this Agreement by (i) the Employers
for
other than Cause, Disability, Retirement or the Executive's death or (ii) the
Executive for any of the reasons specified in subsections (A) through (I),
inclusive, of Section 9(a)(i) hereof, then the Employers shall pay to the
Executive a severance benefit in a lump sum payment, within five (5) days after
the effective time of such termination of employment equal to the sum of (i)
three times her Base Salary as of the date of termination of her employment,
(ii) three times the highest level of cash incentive compensation earned by
the
Executive from the Employers or any subsidiary thereof in any one of the three
calendar years immediately preceding the year in which the termination occurs
and (iii) the amounts specified in Sections 9(b)(i), (ii), (v), (vi), (vii)
and
(viii) (notwithstanding any contrary language contained therein with respect
to
payment being over a longer time period) except in calculating the amount of
such benefits, to the extent applicable, the Severance Benefits Period will
be
for a period of three years commencing on the date of the termination of
Executive's employment. In addition, for purposes of calculating the amount
due
pursuant to clause (ii) above, bonuses earned under the Bank's Performance
Unit
Plan will not be included in calculating the highest level of cash incentive
compensation. In calculating the benefits due to the Executive under Section
9(b)(vi) with respect to the Bank's 2004 Supplemental Executive Retirement
Plan
related to its pension plan, in accordance with the terms thereof, the Executive
will be treated as having attained the age equal to the greater of (x) her
actual age as of the date of termination plus three years or (y) age 55. In
addition, Employers shall provide the Executive with the benefits provided
for
in Section 9(b)(iii) for the Severance Benefits Period, as adjusted above to
be
for a period of three years subsequent to termination of employment, subject
to
compliance with the last proviso clause contained in such subsection. In the
event that the Employers are unable to provide the benefits set forth in said
Section 9(b)(iii) due to the change in the Executive's status to that of a
non-employee, the Employers shall include in the lump sum payment due pursuant
to the terms of this Section 11(b) the value of the benefits required to be
provided by said Section 9(b)(iii) for the Severance Benefits Period as amended
by this Section 11(b). The severance and other benefits payable pursuant to
this
Section 11(b) shall not be subject to reduction pursuant to the provisions
of
Section 9(c).
SECTION
12. TAX
INDEMNIFICATION.
(a)
If
the payments and benefits pursuant to this Agreement, either alone or together
with other payments and benefits which the Executive has the right to receive
from the Employers and their subsidiaries, would constitute a "parachute
payment" as defined in Section 280G(b)(2) of the Code (the "Initial Parachute
Payment"), then the Company shall pay to the Executive, at the time such
payments or benefits are paid and subject to applicable withholding
requirements, a cash amount equal to the sum of the following:
(i)
twenty (20) percent (or such other percentage equal to the tax rate imposed
by
Section 4999 of the Code) of the amount by which the Initial Parachute Payment
exceeds the Executive's Abase
amount" from the Employers and their subsidiaries (including their
predecessors), as defined in Section 280G(b)(3) of the Code, with the difference
between the Initial Parachute Payment and the Executive's base amount being
hereinafter referred to as the AInitial
Excess Parachute Payment";
13
(ii)
such
additional amount (tax allowance) as may be necessary to compensate the
Executive for the payment by the Executive of state and federal income and
excise taxes on the payment provided under clause (i) above and on any payments
under this clause (ii). In computing such tax allowance, the payment to be
made
under clause (i) above shall be multiplied by the Agross
up
percentage" ("GUP"). The GUP shall be determined as follows:
|
|
Tax
Rate
|
|
GUP
=
|
________
|
|
|
1-
Tax Rate
|
The
Tax
Rate for purposes of computing the GUP shall be the highest marginal federal
and
state income and employment-related tax rate (including Social Security and
Medicare taxes), including any applicable excise tax rate, applicable to the
Executive in the year in which the payment under clause (i) above is made,
and
shall also reflect the phase-out of deductions and the ability to deduct certain
of such taxes.
(b)
Notwithstanding the foregoing, if it shall subsequently be determined in a
final
judicial determination or a final administrative settlement to which the
Executive is a party that the actual excess parachute payment as defined in
Section 280G(b)(1) of the Code (before giving effect to the payments under
Sections 12(a)(i) and (ii) above) is different from the Initial Excess Parachute
Payment (such different amount being hereafter referred to as the "Determinative
Excess Parachute Payment"), then the Company's independent tax counsel or
accountants shall determine the amount (the "Adjustment Amount") which either
the Executive must pay to the Company or the Company must pay to the Executive
in order to put the Executive (or the Company, as the case may be) in the same
position the Executive (or the Company, as the case may be) would have been
if
the Initial Excess Parachute Payment had been equal to the Determinative Excess
Parachute Payment. In determining the Adjustment Amount, the independent tax
counsel or accountants shall take into account any and all taxes (including
any
penalties and interest) paid by or for the Executive or refunded to the
Executive or for the Executive's benefit. As soon as practicable after the
Adjustment Amount has been so determined, the Company shall pay the Adjustment
Amount to the Executive or the Executive shall repay the Adjustment Amount
to
the Company, as the case may be.
(c)
In
each calendar year that the Executive receives payments of benefits that
constitute a parachute payment, the Executive shall report on her state and
federal income tax returns such information as is consistent with the
determination made by the independent tax counsel or accountants of the Company
as described above. The Company shall indemnify and hold the Executive harmless
from any and all losses, costs and expenses (including without limitation,
reasonable attorneys' fees, interest, fines and penalties) which the Executive
incurs as a result of so reporting such information. The Executive shall
promptly notify the Company in writing whenever the Executive receives notice
of
the institution of a judicial or administrative proceeding, formal or informal,
in which the federal tax treatment under Section 4999 of the Code of any amount
paid or payable under this Section 12 is being reviewed or is in dispute. The
Company shall assume control at its expense over all legal and accounting
matters pertaining to such federal tax treatment (except to the extent necessary
or appropriate for the Executive to resolve any such proceeding with respect
to
any matter unrelated to amounts paid or payable pursuant to this Section 12)
and
the Executive shall cooperate fully with the Company in any such proceeding.
The
Executive shall not enter into any compromise or settlement or otherwise
prejudice any rights the Company may have in connection therewith without the
prior consent of the Company.
14
(d)
The
Executive hereby agrees with the Employers and any successor thereto to in
good
faith consider and take steps commonly used to minimize or eliminate any tax
liability or costs that would otherwise be created by the tax indemnification
provisions set forth in Section 12 of this Agreement if requested to do so
by
the Employers or any successor thereto; provided,
however,
that the
foregoing language shall neither require the Executive to take or not take
any
specific action in furtherance thereof nor contravene, limit or remove any
right
or privilege provided thereto under this Agreement.
SECTION
13. SOURCE
OF
PAYMENTS; NO DUPLICATION OF PAYMENTS.
All
payments provided in this Agreement shall be timely paid in cash or check from
the general funds of the Company or the Bank. Payments pursuant to this
Agreement shall be allocated between the Company and the Bank in proportion
to
the level of activity and the time expended on such activities by the Executive
as determined by the Company and the Bank on a quarterly basis, unless the
applicable provision of this Agreement specifies that the payment shall be
made
by either the Company or the Bank. In no event shall the Executive receive
duplicate payments or benefits from the Company and the Bank.
SECTION
14. COVENANT
NOT TO COMPETE.
In
the
event the Executive's employment with the Employers is terminated for any reason
prior to the expiration of the Employment Period (except as set forth below),
the Executive hereby covenants and agrees that for a period of two years
following the date of her termination of employment with the Employers (or,
if
less, for the Severance Benefits Period), she shall not, without the written
consent of the Employers, become an officer, employee, consultant, director
or
trustee of any savings bank, savings and loan association, savings and loan
holding company, bank or bank holding company, or any direct or indirect
subsidiary or affiliate of any such entity, that entails working within any
county in which the Company or the Bank maintains an office as of the date
of
termination of the Executive's employment. This section shall not be applicable
if the Executive's employment is terminated upon or within one year subsequent
to a Change in Control, provided that such termination is for reasons other
than
Cause as defined in Section 10(a)(i) hereof.
SECTION
15. CONFIDENTIALITY.
Unless
she obtains the prior written consent of the Employers, the Executive shall
at
all times keep confidential and shall refrain from using for the benefit of
herself, or any person or entity other than the Employers or their subsidiaries
or affiliates, any material document or information obtained from the Employers
or their subsidiaries or affiliates, in the course of her employment with any
of
them concerning their properties, operations or business (unless such document
or information is readily ascertainable from public or published information
or
trade sources or has otherwise been made available to the public through no
fault of her own) until the same ceases to be material (or becomes so
ascertainable or available); provided,
however,
that
nothing in this Section 15 shall prevent the Executive, with or without the
Employers' consent, from participating in or disclosing documents or information
in connection with any judicial or administrative investigation, inquiry or
proceeding or the Company's public reporting requirements to the extent that
such participation or disclosure is required under applicable
law.
15
SECTION
16. SOLICITATION.
The
Executive hereby covenants and agrees that, for a period of two years following
her termination of employment with the Employers for any reason, she shall
not,
without the written consent of the Employers, either directly or
indirectly:
(a)
solicit, offer employment to, or take any other action intended, or that a
reasonable person acting in like circumstances would expect, to have the effect
of causing any officer or employee of the Employers or any of their subsidiaries
or affiliates to terminate his or her employment and accept employment or become
affiliated with, or provide services for compensation in any capacity whatsoever
to, any savings bank, savings and loan association, bank, bank holding company,
savings and loan holding company, or other institution engaged in the business
of accepting deposits, making loans or doing business within the counties
specified in Section 14;
(b)
provide any information, advice or recommendation with respect to any such
officer or employee to any savings bank, savings and loan association, bank,
bank holding company, savings and loan holding company, or other institution
engaged in the business of accepting deposits, making loans or doing business
within the counties specified in Section 14, that is intended, or that a
reasonable person acting in like circumstances would expect, to have the effect
of causing any officer or employee of the Employers or any of their subsidiaries
or affiliates to terminate his or her employment and accept employment or become
affiliated with, or provide services for compensation in any capacity whatsoever
to, any savings bank, savings and loan association, bank, bank holding company,
savings and loan holding company, or other institution engaged in the business
of accepting deposits, making loans or doing business within the counties
specified in Section 14; or
(c)
solicit, provide any information, advice or recommendation or take any other
action intended, or that a reasonable person acting in like circumstances would
expect, to have the effect of causing any customer of the Company or the Bank
to
terminate an existing business or commercial relationship with the Company
or
the Bank.
SECTION
17. NO
EFFECT
ON EMPLOYEE BENEFIT PLANS OR PROGRAMS.
The
termination of the Executive's employment during the Employment Period or
thereafter, whether by the Employers or by the Executive, shall have no effect
on the vested rights of the Executive under the Company's or the Bank's
qualified or non-qualified retirement, pension, savings, thrift, profit-sharing
or stock bonus plans, group life, health (including hospitalization, medical
and
major medical), dental, accident and long term disability insurance plans,
or
other employee benefit plans or programs, or compensation plans or programs
in
which the Executive was a participant.
16
SECTION
18. SUCCESSORS
AND ASSIGNS.
(a)
This
Agreement is personal to each of the parties hereto, and no party may assign
or
delegate any of its rights or obligations hereunder without first obtaining
the
written consent of the other parties; provided, however, that the Employers
will
require any successor or assign (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Employers, by an assumption agreement in form and substance
satisfactory to the Executive, to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Employers would
be
required to perform it if no such succession or assignment had taken place.
Failure of the Employers to obtain such an assumption agreement prior to the
effectiveness of any such succession or assignment shall be a breach of this
Agreement and shall entitle the Executive to compensation from the Employers
in
the same amount and on the same terms as the compensation pursuant to Section
9
or 11 hereof. For purposes of implementing the provisions of this Section 18(a),
the date which any such succession becomes effective shall be deemed the date
of
termination of the Executive's employment.
(b)
This
Agreement and all rights of the Executive hereunder shall inure to the benefit
of and be enforceable by the Executive's personal and legal representatives,
executors, administrators, successors, heirs, distributees, devises and
legatees.
SECTION
19. NOTICES.
Any
communication required or permitted to be given under this Agreement, including
any notice, direction, designation, consent, instruction, objection or waiver,
shall be in writing and shall be deemed to have been given at such time as
it is
delivered personally, or five days after mailing if mailed, postage prepaid,
by
registered or certified mail, return receipt requested, addressed to such party
at the address listed below or at such other address as one such party may
by
written notice specify to the other party:
|
If
to the Executive:
|
|
|
Xxxx
X.X. Xxxxxxxxxx
|
|
|
At
the address last appearing
|
|
|
on
the personnel records of
|
|
|
the
Employers
|
17
|
If
to the Employers:
|
|
|
NewAlliance
Bancshares, Inc.
|
|
|
NewAlliance
Bank
|
|
|
000
Xxxxxx Xxxxxx
|
|
|
Xxx
Xxxxx, XX 00000
|
|
|
(or
the address of the Company's or the Bank's principal executive office,
if
different)
|
|
|
Attention:
Chairman of the Board
|
|
|
with
a copy, in the case of a notice to the Employers, to:
|
|
|
Elias,
Matz, Xxxxxxx & Xxxxxxx L.L.P.
|
|
|
000
00xx
Xxxxxx, X.X.
|
|
|
Xxxxxxxxxx,
X.X. 00000
|
|
|
Attention:
Xxxxxxx X. Xxxxxxx, Esq.
|
|
|
Xxxxxx
X. Xxxxx, Esq.
|
SECTION
20. INDEMNIFICATION
FOR ATTORNEYS' FEES.
(a)
The
Employers shall indemnify, hold harmless and defend the Executive against
reasonable costs, including legal fees and expenses, incurred by her in
connection with or arising out of any action, suit or proceeding in which she
may be involved, as a result of her efforts, in good faith, to defend or enforce
the terms of this Agreement. For purposes of this Agreement, any settlement
agreement which provides for payment of any amounts in settlement of the
Employers' obligations hereunder shall be conclusive evidence of the Executive's
entitlement to indemnification hereunder, and any such indemnification payments
shall be in addition to amounts payable pursuant to such settlement agreement,
unless such settlement agreement expressly provides otherwise.
(b)
The
Employers' obligation to make the payments provided for in this Agreement and
otherwise to perform their obligations hereunder shall not be affected by any
set-off, counterclaim, recoupment, defense or other claim, right or action
which
the Employers may have against the Executive or others. Unless it is determined
that a claim made by the Executive was either frivolous or made in bad faith,
the Employers agree to pay as incurred, to the full extent permitted by law,
all
legal fees and expenses which the Executive may reasonably incur as a result
of
or in connection with her consultation with legal counsel or arising out of
any
action, suit, proceeding or contest (regardless of the outcome thereof) by
the
Employers, the Executive or others regarding the validity or enforceability
of,
or liability under, any provision of this Agreement or any guarantee of
performance thereof (including as a result of any contest by the Executive
about
the amount of any payment pursuant to this Agreement), plus in each case
interest on any delayed payment at the applicable federal rate provided for
in
Section 7872(f)(2)(A) of the Code. This Section 20(b) shall apply whether such
consultation, action, suit, proceeding or contest arises before, on, after
or as
a result of a Change in Control.
18
SECTION
21. SEVERABILITY.
A
determination that any provision of this Agreement is invalid or unenforceable
shall not affect the validity or enforceability of any other provision hereof.
SECTION
22. WAIVER.
Failure
to insist upon strict compliance with any of the terms, covenants or conditions
hereof shall not be deemed a waiver of such term, covenant or condition. A
waiver of any provision of this Agreement must be made in writing, designated
as
a waiver, and signed by the party against whom its enforcement is sought. Any
waiver or relinquishment of any right or power hereunder at any one or more
times shall not be deemed a waiver or relinquishment of such right or power
at
any other time or times.
SECTION
23. COUNTERPARTS.
This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original, and all of which shall constitute one and the same
Agreement.
SECTION
24. GOVERNING
LAW.
This
Agreement shall be governed by and construed and enforced in accordance with
the
laws of the State of Connecticut applicable to contracts entered into and to
be
performed entirely within the State of Connecticut, except to the extent that
federal law controls.
SECTION
25. HEADINGS
AND CONSTRUCTION.
The
headings of sections in this Agreement are for convenience of reference only
and
are not intended to qualify the meaning of any section. Any reference to a
section number shall refer to a section of this Agreement, unless otherwise
stated.
SECTION
26. ENTIRE
AGREEMENT; MODIFICATIONS.
This
instrument contains the entire agreement of the parties relating to the subject
matter hereof, and supersedes in its entirety any and all prior agreements,
understandings or representations relating to the subject matter hereof
including that certain employment agreement dated as of March 11, 2002 between
the Bank and Executive. No modifications of this Agreement shall be valid unless
made in writing and signed by the parties hereto; provided, however, that if
the
Employers determine, after a review of the final regulations issued under
Section 409A of the Code and all applicable IRS guidance, that this Agreement
should be further amended to avoid triggering the tax and interest penalties
imposed by Section 409A of the Code, the Employers may amend this Agreement
to
the extent necessary to avoid triggering the tax and interest penalties imposed
by Section 409A of the Code.
19
SECTION
27. REQUIRED
REGULATORY PROVISIONS.
Notwithstanding
anything herein contained to the contrary, any payments to the Executive by
the
Employers, whether pursuant to this Agreement or otherwise, are subject to
and
conditioned upon their compliance with Section 18(k) of the Federal Deposit
Insurance Act, 12 U.S.C. Section 1828(k), and the regulations promulgated
thereunder in 12 C.F.R. Part 359.
SECTION
28. DISPUTE
RESOLUTION.
(a)
In
the event of any dispute, claim, question or disagreement arising out of or
relating to this Agreement or the breach hereof, the parties hereto shall use
their best efforts to settle such dispute, claim, question or disagreement.
To
this effect, they shall consult and negotiate with each other, in good faith,
and, recognizing their mutual interests, attempt to reach a just and equitable
solution satisfactory to both parties.
(b)
If
they do not reach such a solution within a period of thirty (30) days, then
the
parties agree first to endeavor in good faith to amicably settle their dispute
by mediation under the Commercial Mediation Rules of the American Arbitration
Association (the AAAA"),
before resorting to arbitration.
(c)
Thereafter, any unresolved controversy or claim arising out of or relating
to
this Agreement or the breach thereof, upon notice by any party to the other,
shall be submitted to and finally settled by arbitration in accordance with
the
Commercial Arbitration Rules (the ARules")
of the AAA in effect at the time demand for arbitration is made by any such
party. The parties shall mutually agree upon a single arbitrator within thirty
(30) days of such demand. In the event that the parties are unable to so agree
within such thirty (30) day period, then within the following thirty (30) day
period, one arbitrator shall be named by each party. A third arbitrator shall
be
named by the two arbitrators so chosen within ten (10) days after the
appointment of the first two arbitrators. In the event that the third arbitrator
is not agreed upon, he or she shall be named by the AAA. Arbitration shall
occur
in New Haven, Connecticut or such other location as may be mutually agreed
to by
the parties.
(d)
The
award made by all or a majority of the panel of arbitrators shall be final
and
binding, and judgment may be entered based upon such award in any court of
law
having competent jurisdiction. The award is subject to confirmation,
modification, correction or vacation only as explicitly provided in Title 9
of
the United States Code. The prevailing party shall be entitled to receive any
award of pre- and post-award interest as well as attorney's fees incurred in
connection with the arbitration and any judicial proceedings related thereto.
The parties acknowledge that this Agreement evidences a transaction involving
interstate commerce. The United States Arbitration Act and the Rules shall
govern the interpretation, enforcement, and proceedings pursuant to this
Section. Any provisional remedy which would be available from a court of law
shall be available from the arbitrators to the parties to this Agreement pending
arbitration. Either party may make an application to the arbitrators seeking
injunctive relief to maintain the status quo, or may seek from a court of
competent jurisdiction any interim or provisional relief that may be necessary
to protect the rights and property of that party, until such times as the
arbitration award is rendered or the controversy otherwise
resolved.
20
IN
WITNESS WHEREOF, the Company and the Bank have caused this Agreement to be
executed by their duly authorized officers and the Executive has hereunto set
her hand, all as of the date of the restatement of this Agreement.
THIS
AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY
THE
PARTIES.
|
/s/
Xxxx
X.X. Xxxxxxxxxx
|
||
|
Xxxx
X.X. Xxxxxxxxxx, Executive
|
||
|
ATTEST:
|
NEWALLIANCE
BANCSHARES, INC.
|
|
|
By:
/s/
Xxxxxxxx
Xxxxxxx
|
By:
/s/
Xxxxxx
X. Xxxxxxxxx
|
|
|
Name:
Xxxxxxxx
Xxxxxxx
|
Name:
Xxxxxx
X. Xxxxxxxxx
|
|
|
Title:
Assistant
Secretary
|
Title:
Chairman,
President and Chief Executive
|
|
|
Officer
|
||
|
[Seal]
|
||
|
ATTEST:
|
NEWALLIANCE
BANK
|
|
|
By:
/s/
Xxxxxxxx
Xxxxxxx
|
By:
/s/
Xxxxxx
X. Xxxxxxxxx
|
|
|
Name:
Xxxxxxxx
Xxxxxxx
|
Name:
Xxxxxx
X. Xxxxxxxxx
|
|
|
Title:
Assistant
Secretary
|
Title:
Chairman,
President and Chief Executive
|
|
|
Officer
|
||
|
[Seal]
|
21
