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$37	Preview Full Doc	2002	Change in Control Agreement Change in Control Agreement (23K) Doc #145467: Click preview link for longer preview. PAMRAPO BANCORP, INC. CHANGE IN CONTROL AGREEMENT This AGREEMENT is made effective as of January 1, 2002, by and between Pamrapo Bancorp, Inc. (the "Holding Company"), a corporation organized under the laws of the State of New Jersey, with its principal office at 611 Avenue C, Bayonne, New Jersey, and Kenneth D. Walter ("Executive"). The term "Institution" refers to Pamrapo Savings Bank, SLA, a wholly-owned subsidiary of the Holding Company or any successor thereto. WHEREAS, the Holding Company recognizes the substantial contribution Executive has made to the Holding Company and wishes to protect his position therewith for the period provided in this Agreement; and WHEREAS, Executive has agreed to serve in the employ of the Holding Company or an affiliate thereof. NOW, THEREFORE, in consideration of the contribution and responsibilities of Executive, and upon the other terms and conditions hereinafter provided, the parties hereto agree as follows: 1. TERM OF AGREEMENT. ----------------- The period of this Agreement shall be deemed to have commenced as of the date first above written and shall continue for a period of thirty-six (36) full calendar months thereafter. Commencing on the date of the execution of this Agreement, the term of this Agreement shall be extended for one day each day until such time as the board of directors of the Holding Company (the "Board") or Executive elects not to extend the term of the Agreement by giving written notice to the other party in accordance with Section 4 of this Agreement, in which case the term of this Agreement shall be fixed and shall end on the third anniversary of the date of such written notice. 2. CHANGE IN CONTROL. ----------------- (a) Upon the occurrence of a Change in Control of the Holding Company (as herein defined) followed at any time during the term of this Agreement by the involuntary termination (or voluntary termination as defined below) of Executive's employment, the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any material demotion, loss of title, office or significant authority or responsibility, material reduction in annual compensation or benefits, or relocation of his principal place of employment by more than 50 miles from its location immediately prior to the Change in Control ("Voluntary Termination"), provided, however, that Executive shall receive no payments pursuant to this Agreement if such termination is because of his death, disability, retirement or Termination for Cause. 145467	Pamrapo Pamrapo Bancorp, Inc. ( S&Ls/Savings Banks ) As referenced in this Change in Control Agreement: PAMRAPO BANCORP, INC. – {DOCUMENT} {TYPE}EX-10.6 {SEQUENCE}3 {FILENAME}dex106.txt {DESCRIPTION}EXHIBIT 10.6 {TEXT} {PAGE} PAMRAPO BANCORP, INC. CHANGE IN CONTROL AGREEMENT This AGREEMENT is made effective as of January 1, 2002, by and between Pamrapo Bancorp, Inc. (the "Holding Company"), a corporation organized under the laws _____________ Pamrapo Bancorp, Inc. – 3 {FILENAME}dex106.txt {DESCRIPTION}EXHIBIT 10.6 {TEXT} {PAGE} PAMRAPO BANCORP, INC. CHANGE IN CONTROL AGREEMENT This AGREEMENT is made effective as of January 1, 2002, by and between Pamrapo Bancorp, Inc. (the "Holding Company"), a corporation organized under the laws of the State of New Jersey, with its principal office at 611 Avenue C, Bayonne, New Jersey, and Kenneth D. _____________ Pamrapo Bancorp, Inc. – manner and to the same extent that the Holding Company would be required to perform if no such succession or assignment had taken place. -7- {PAGE} SIGNATURES IN WITNESS WHEREOF, Pamrapo Bancorp, Inc. has caused this Agreement to be executed by its duly authorized officer, and Executive has signed this Agreement, on the 1st day of January, 2002. ATTEST: PAMRAPO BANCORP, INC. / _____________ PAMRAPO BANCORP, INC. – WHEREOF, Pamrapo Bancorp, Inc. has caused this Agreement to be executed by its duly authorized officer, and Executive has signed this Agreement, on the 1st day of January, 2002. ATTEST: PAMRAPO BANCORP, INC. /s/ Margaret Russo By: /s/ William J. Campbell -------------------------------- ------------------------------ William Campbell Secretary President and Chief Executive Officer WITNESS: /s/ Margaret Russo /s/ Kenneth D. Walter -------------------------------- --------------------------------- Kenneth D. Walter Secretary Executive [ _____________ dt 1465882 ; Pamrapo Pamrapo Bancorp, Inc. ( S&Ls/Savings Banks ) As referenced in this Change in Control Agreement: PAMRAPO BANCORP, INC. – {DOCUMENT} {TYPE}EX-10.6 {SEQUENCE}3 {FILENAME}dex106.txt {DESCRIPTION}EXHIBIT 10.6 {TEXT} {PAGE} PAMRAPO BANCORP, INC. CHANGE IN CONTROL AGREEMENT This AGREEMENT is made effective as of January 1, 2002, by and between Pamrapo Bancorp, Inc. (the "Holding Company"), a corporation organized under the laws _____________ Pamrapo Bancorp, Inc. – 3 {FILENAME}dex106.txt {DESCRIPTION}EXHIBIT 10.6 {TEXT} {PAGE} PAMRAPO BANCORP, INC. CHANGE IN CONTROL AGREEMENT This AGREEMENT is made effective as of January 1, 2002, by and between Pamrapo Bancorp, Inc. (the "Holding Company"), a corporation organized under the laws of the State of New Jersey, with its principal office at 611 Avenue C, Bayonne, New Jersey, and Kenneth D. _____________ Pamrapo Bancorp, Inc. – manner and to the same extent that the Holding Company would be required to perform if no such succession or assignment had taken place. -7- {PAGE} SIGNATURES IN WITNESS WHEREOF, Pamrapo Bancorp, Inc. has caused this Agreement to be executed by its duly authorized officer, and Executive has signed this Agreement, on the 1st day of January, 2002. ATTEST: PAMRAPO BANCORP, INC. / _____________ PAMRAPO BANCORP, INC. – WHEREOF, Pamrapo Bancorp, Inc. has caused this Agreement to be executed by its duly authorized officer, and Executive has signed this Agreement, on the 1st day of January, 2002. ATTEST: PAMRAPO BANCORP, INC. /s/ Margaret Russo By: /s/ William J. Campbell -------------------------------- ------------------------------ William Campbell Secretary President and Chief Executive Officer WITNESS: /s/ Margaret Russo /s/ Kenneth D. Walter -------------------------------- --------------------------------- Kenneth D. Walter Secretary Executive [ _____________ dt 1465884 ;	Kenneth D. Walter; Pamrapo Savings Bank, SLA
$41	Preview Full Doc	2003	Change in Control Agreement Change in Control Agreement (44K) Doc #165197: Click preview link for longer preview. QUAKER CITY BANCORP, INC. CHANGE IN CONTROL AGREEMENT This AGREEMENT is made effective as of November 18, 2002, by and between Quaker City Bancorp, Inc. (the Company), a corporation organized under the laws of the State of Delaware, with its office at 7021 Greenleaf Avenue, Whittier, California, and Teresa A. Thompson (Executive). The term Bank refers to Quaker City Bank, the wholly-owned subsidiary of the Company or any successor thereto. WHEREAS, the Company recognizes the substantial contribution Executive has made to the Company and wishes to protect his position therewith for the period provided in this Agreement; and WHEREAS, Executive has been elected to, and has agreed to serve in the employ of the Company or an affiliate thereof; NOW, THEREFORE, in consideration of the contribution and responsibilities of Executive, and upon the other terms and conditions hereinafter provided, the parties hereto agree as follows: 1. TERM OF AGREEMENT. The term of this Agreement shall be deemed to have commenced as of the date first above written and shall continue for twenty-four (24) full calendar months. Commencing on the date of execution of this Agreement, the term of this Agreement shall be extended for one day each day until such time as the Board of Directors of the Company (the Board) or Executive elects not to extend the term of the Agreement by giving written notice to the other party in accordance with Section 4 of this Agreement, in which case the term of this Agreement shall be fixed and shall end on the second anniversary of the date of such written notice. 2. PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control of the Company (as herein defined) followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executives employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation or benefits, or relocation of his principal place of employment by more than 30 miles from its location immediately prior to the Change in Control. (b) For purposes of this Plan, a Change in Control of the Association or Company shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act); or (ii) results in a Change in Control of the Bank or the Company within the meaning of the Home Owners Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OTS, the Board shall substitute its judgment for that of the OTS); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any person (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank or the Company representing 20% or more of the Banks or the Companys outstanding securities except for any securities of the Bank purchased by the Company in connection with the conversion of the Bank to the stock form and any securities purchased by any employee benefit plan of the Bank or the Company, or (B) individuals who constitute the Board on the date hereof (the Incumbent Board) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Companys stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board, or (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction occurs in which the Bank or Company is not the resulting entity, or (D) a proxy statement shall be distributed soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Bank or the Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Bank or Company then outstanding. (c) Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon Termination for Cause. The term Termination for Cause shall mean termination because of a material loss to the Company or one of its affiliates caused by the Executives intentional failure to perform stated duties, personal dishonesty, incompetence, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of this Agreement. For purposes of this Section, no act, or the failure to act, on Executives part shall be willful unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest of the Company or its affiliates. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board 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), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause. 165197	Quaker City Quaker City Bancorp, Inc. ( S&Ls/Savings Banks ) As referenced in this Change in Control Agreement: Quaker City Bancorp, Inc. – between QCB and Teresa A. Thompson EX-10.22 12 dex1022.htm CHANGE IN CONTROL AGREEMENTS BETWEEN QCB AND TERESA A. THOMPSON Exhibit 10.22 Change in Control Agreements between Quaker City Bancorp, Inc. and Quaker City Bank, respectively, and Teresa A. Thompson as of November 18, 2002. QUAKER CITY BANCORP, INC. CHANGE IN CONTROL AGREEMENT This AGREEMENT is made effective as of _____________ QUAKER CITY BANCORP, INC. – AND TERESA A. THOMPSON Exhibit 10.22 Change in Control Agreements between Quaker City Bancorp, Inc. and Quaker City Bank, respectively, and Teresa A. Thompson as of November 18, 2002. QUAKER CITY BANCORP, INC. CHANGE IN CONTROL AGREEMENT This AGREEMENT is made effective as of November 18, 2002, by and between Quaker City Bancorp, Inc. (the Company), a corporation organized under the laws _____________ Quaker City Bancorp, Inc. – and Teresa A. Thompson as of November 18, 2002. QUAKER CITY BANCORP, INC. CHANGE IN CONTROL AGREEMENT This AGREEMENT is made effective as of November 18, 2002, by and between Quaker City Bancorp, Inc. (the Company), a corporation organized under the laws of the State of Delaware, with its office at 7021 Greenleaf Avenue, Whittier, California, and Teresa A. Thompson (Executive). The term _____________ Quaker City Bancorp, Inc. – the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place. 18. SIGNATURES. IN WITNESS WHEREOF, Quaker City Bancorp, Inc. has caused this Agreement to be executed by its duly authorized officer, and Executive has signed this Agreement, on the 29th day of November, 2002. ATTEST: QUAKER CITY BANCORP, _____________ QUAKER CITY BANCORP, INC. – Quaker City Bancorp, Inc. has caused this Agreement to be executed by its duly authorized officer, and Executive has signed this Agreement, on the 29th day of November, 2002. ATTEST: QUAKER CITY BANCORP, INC. /s/ KATHRYN M. HENNIGAN By: /s/ FREDERIC R. MCGILL Secretary President WITNESS: /s/ KARI G. HOLLAND /s/ TERESA A. THOMPSON Teresa A. Thompson Executive Seal 7 QUAKER CITY BANK _____________ dt 1501211 ; Quaker City Quaker City Bancorp, Inc. ( S&Ls/Savings Banks ) As referenced in this Change in Control Agreement: Quaker City Bancorp, Inc. – between QCB and Teresa A. Thompson EX-10.22 12 dex1022.htm CHANGE IN CONTROL AGREEMENTS BETWEEN QCB AND TERESA A. THOMPSON Exhibit 10.22 Change in Control Agreements between Quaker City Bancorp, Inc. and Quaker City Bank, respectively, and Teresa A. Thompson as of November 18, 2002. QUAKER CITY BANCORP, INC. CHANGE IN CONTROL AGREEMENT This AGREEMENT is made effective as of _____________ QUAKER CITY BANCORP, INC. – AND TERESA A. THOMPSON Exhibit 10.22 Change in Control Agreements between Quaker City Bancorp, Inc. and Quaker City Bank, respectively, and Teresa A. Thompson as of November 18, 2002. QUAKER CITY BANCORP, INC. CHANGE IN CONTROL AGREEMENT This AGREEMENT is made effective as of November 18, 2002, by and between Quaker City Bancorp, Inc. (the Company), a corporation organized under the laws _____________ Quaker City Bancorp, Inc. – and Teresa A. Thompson as of November 18, 2002. QUAKER CITY BANCORP, INC. CHANGE IN CONTROL AGREEMENT This AGREEMENT is made effective as of November 18, 2002, by and between Quaker City Bancorp, Inc. (the Company), a corporation organized under the laws of the State of Delaware, with its office at 7021 Greenleaf Avenue, Whittier, California, and Teresa A. Thompson (Executive). The term _____________ Quaker City Bancorp, Inc. – the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place. 18. SIGNATURES. IN WITNESS WHEREOF, Quaker City Bancorp, Inc. has caused this Agreement to be executed by its duly authorized officer, and Executive has signed this Agreement, on the 29th day of November, 2002. ATTEST: QUAKER CITY BANCORP, _____________ QUAKER CITY BANCORP, INC. – Quaker City Bancorp, Inc. has caused this Agreement to be executed by its duly authorized officer, and Executive has signed this Agreement, on the 29th day of November, 2002. ATTEST: QUAKER CITY BANCORP, INC. /s/ KATHRYN M. HENNIGAN By: /s/ FREDERIC R. MCGILL Secretary President WITNESS: /s/ KARI G. HOLLAND /s/ TERESA A. THOMPSON Teresa A. Thompson Executive Seal 7 QUAKER CITY BANK _____________ dt 1474567 ;	Teresa A. Thompson; Quaker City Bank
$35	Preview Full Doc	2003	Agreement Agreement (14K) Doc #165221: Click preview link for longer preview. AGREEMENT THIS AGREEMENT is made as of July 29, 2003, by and among Chester Valley Bancorp Inc., a Pennsylvania corporation (the "Holding Company"), First Financial Bank, a Pennsylvania-chartered commercial bank (the "Bank"), which is wholly-owned subsidiary of the Holding Company (the Holding Company and the Bank being herein collectively called the "Company"), and Joseph T. Crowley ("Employee"). WITNESSETH THAT: Background. Employee is currently employed as Bank's Chief Financial ---------- Officer. Such employment is terminable at will and is not governed by any written employment contract. The parties hereto desire to supplement the terms of Employee's employment as in effect from time to time by including certain mutual covenants more particularly set forth herein. NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Severance Compensation and Benefit. Without limiting the parties' rights ---------------------------------- to terminate the Employee's employment at will, for any or no reason, the Company agrees that if, within one year after the occurrence of a Change in Control (as defined below), it terminates the Employee's employment for any reason other than Just Cause (as defined below), or for no reason, or if Employee shall terminate his employment for Good Reason as defined herein, then, in either case, the Company shall pay to or for the benefit of Employee, and Employee shall be entitled to receive from the Company, in lieu of any other severance compensation or benefit, the following: (a) If Employee elects continuation coverage under COBRA with respect to the Company's group medical and dental insurance plans as in effect from time to time for Company employees generally, the Company shall pay for the benefit of Employee, for a period ending on the earlier of (i) the first anniversary of the effective date of termination of Employee's employment or (ii) the date on which Employee becomes eligible to participate in any other medical insurance plan as an employee of any other employer (whether or not Employee elects to participate), a portion of the premium for such continuation coverage equal to the same portion of the premium that the Company is contributing at such time, for single person coverage only, for Company employees generally who are participating in the same medical and dental plans as Employee; and (b) The Company shall pay Employee's base salary as in effect immediately prior to the termination of his employment (which shall not include any incentive or bonus payments) for a period of one year following the effective date of termination of his employment. 165221	Chester Valley Chester Valley Bancorp Inc. ( S&Ls/Savings Banks ) As referenced in this Agreement: Chester Valley Bancorp Inc. – 10 {SEQUENCE}3 {FILENAME}cvbi-ex10k_55354.txt {DESCRIPTION}EXHIBIT 10K -- CHANGE IN CONTROL AGREEMENT {TEXT} EXHIBIT 10K AGREEMENT THIS AGREEMENT is made as of July 29, 2003, by and among Chester Valley Bancorp Inc. , a Pennsylvania corporation (the "Holding Company"), First Financial Bank, a Pennsylvania-chartered commercial bank (the "Bank"), which is wholly-owned subsidiary of the Holding Company (the Holding Company and _____________ CHESTER VALLEY BANCORP INC. – of each of the Bank and the Holding Company. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. FIRST FINANCIAL BANK CHESTER VALLEY BANCORP INC. By: /s/ Donna M. Coughey By: /s/ James E. McErlane --------------------------------- ------------------------------------ Donna M. Coughey, President James E. McErlane, Chairman and Chief Executive Officer Witness: EMPLOYEE /s/ Sharon E. Lemon /s/ _____________ dt 1450213 ; Chester Valley Chester Valley Bancorp Inc. ( S&Ls/Savings Banks ) ;	First Financial Bank; Joseph T. Crowley
$35	Preview Full Doc	2003	Agreement Agreement (15K) Doc #165222: Click preview link for longer preview. AGREEMENT THIS AGREEMENT is made as of July 03, 2003, by and among Chester Valley Bancorp Inc., a Pennsylvania corporation (the "Holding Company"), First Financial Bank, a Pennsylvania-chartered commercial bank (the "Bank"), which is wholly-owned subsidiary of the Holding Company (the Holding Company and the Bank being herein collectively called the "Company"), and G. Richard Bertolet ("Employee"). WITNESSETH THAT: Background. Employee is currently employed as Bank's Executive Vice ---------- President and Chief Credit Officer. Such employment is terminable at will and is not governed by any written employment contract. The parties hereto desire to supplement the terms of Employee's employment as in effect from time to time by including certain mutual covenants more particularly set forth herein. NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Severance Compensation and Benefit. Without limiting the parties' rights ---------------------------------- to terminate the Employee's employment at will, for any or no reason, the Company agrees that if, within one year after the occurrence of a Change in Control (as defined below), it terminates the Employee's employment for any reason other than Just Cause (as defined below), or for no reason, or if Employee shall terminate his employment for Good Reason as defined herein, then, in either case, the Company shall pay to or for the benefit of Employee, and Employee shall be entitled to receive from the Company, in lieu of any other severance compensation or benefit, the following: (a) If Employee elects continuation coverage under COBRA with respect to the Company's group medical and dental insurance plans as in effect from time to time for Company employees generally, the Company shall pay for the benefit of Employee, for a period ending on the earlier of (i) the first anniversary of the effective date of termination of Employee's employment or (ii) the date on which Employee becomes eligible to participate in any other medical insurance plan as an employee of any other employer (whether or not Employee elects to participate), a portion of the premium for such continuation coverage equal to the same portion of the premium that the Company is contributing at such time, for single person coverage only, for Company employees generally who are participating in the same medical and dental plans as Employee; and 165222	Chester Valley Chester Valley Bancorp Inc. ( S&Ls/Savings Banks ) As referenced in this Agreement: Chester Valley Bancorp Inc. – 10 {SEQUENCE}5 {FILENAME}cvbi-ex10m_55354.txt {DESCRIPTION}EXHIBIT 10M -- CHANGE IN CONTROL AGREEMENT {TEXT} EXHIBIT 10M AGREEMENT THIS AGREEMENT is made as of July 03, 2003, by and among Chester Valley Bancorp Inc. , a Pennsylvania corporation (the "Holding Company"), First Financial Bank, a Pennsylvania-chartered commercial bank (the "Bank"), which is wholly-owned subsidiary of the Holding Company (the Holding Company and _____________ CHESTER VALLEY BANCORP INC. – of each of the Bank and the Holding Company. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. FIRST FINANCIAL BANK CHESTER VALLEY BANCORP INC. By: /s/ Donna M. Coughey By: /s/ James E. McErlane --------------------------------- ----------------------------------- Donna M. Coughey, President James E. McErlane, Chairman and Chief Executive Officer Witness: EMPLOYEE /s/ Sharon E. Lemon /s/ _____________ dt 1450214 ; Chester Valley Chester Valley Bancorp Inc. ( S&Ls/Savings Banks ) ;	First Financial Bank; G. Richard Bertolet
$45	Preview Full Doc	2003	Agreement Agreement (51K) Doc #166353: Click preview link for longer preview. AGREEMENT This Agreement, dated as of October 3, 2002, between Blue River Bancshares, Inc. (the "Company"), and Randy J. Collier (the "Executive"). RECITALS The Executive has recently been employed by the Company as its Executive Vice President. Because of the Executive's extensive experience and his familiarity with the affairs of the Company, the Company wishes to assure that, in the event of a "Change in Control" as hereinafter defined, it will continue to have the Executive available to perform duties substantially similar to those currently being performed by him and to continue to contribute to the Company's growth and success. The Executive is willing to commit to continue in the performance of his services for the Company upon the terms and conditions set forth herein. COVENANTS NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. EMPLOYMENT. (A) The Company hereby agrees that, effective upon a "Change in Control," (as defined in Section 1(B)) and provided that the Executive is still serving as an executive officer of the Company at that time, it will continue to employ the Executive as an executive officer of the Company to perform the duties described herein, and the Executive hereby accepts such employment on the terms and conditions stated herein. It is understood that prior to such "Change in Control," this Agreement shall confer no rights of employment or other benefits (or obligations) whatsoever upon the Executive, and that the Executive shall remain subject to termination at will. (B) The term "Change in Control" used herein shall mean (i) any merger, consolidation or similar transaction which involves the Company and in which persons who are the shareholders of the Company immediately prior to such transaction own, immediately after such transaction, shares of the surviving or combined entity which possess voting rights equal to or less than fifty percent of the voting rights of all shareholders of such entity, determined on a fully diluted basis; (ii) any sale, lease, exchange, transfer or other disposition of all or any substantial part of the assets of the Company; (iii) any tender, exchange, sale or other disposition (other than dispositions of the stock of the Company in connection with bankruptcy, insolvency, foreclosure, receivership or other similar transactions) or purchases (other than purchases by the Company or any company-sponsored employee benefit plan, or purchases by members of the Board of Directors of the Company) of more than twenty-five percent of the common stock of the Company; (iv) during any period of two consecutive years while the Executive is employed by the Company, individuals who at the date hereof constitute the Board of Directors cease for any reason to constitute at least a majority thereof, unless the election of each director at the beginning of such period has been approved by directors representing at least a majority of the directors then in office who were directors on the date here above. Notwithstanding the foregoing, a Change in Control shall not occur as a result of the issuance of stock by the Company or the Bank in connection with any {PAGE} private placement offering of its stock or any public offering of its stock. 2. TERM OF EMPLOYMENT. Subject to provisions for termination set forth herein, the term of the Executive's employment hereunder (the "Term") shall commence on the date of a Change in Control and shall extend until three (3) years after the date of such Change in Control. The Term shall be renewed at the end of the initial Term and each extension thereof for an additional one (1) year if the Company's Board of Directors determines by resolution to extend this Agreement prior to such anniversary. 3. DUTIES OF EXECUTIVE. The Executive shall be an executive officer of the Company and shall perform such duties and responsibilities for the Company as may be assigned to him by the Company. During the Term, the Executive shall devote substantially all of his business time, attention and energy, and his reasonable best efforts, to the interests and business of the Company and to the performance of his duties and responsibilities on behalf of the Company. 4. COMPENSATION. Throughout the Term, the Company shall pay the Executive, for services to be rendered by him hereunder, a guaranteed minimum salary at an annual rate of Twelve Thousand Seven Hundred Fifty and No/100 Dollars ($12,750.00), less all applicable federal and state income tax withholding, FICA taxes and other payroll taxes. The guaranteed minimum salary shall be reviewed by the Board of Directors of the Company on a yearly basis to ascertain if any adjustment in the annual rate is in order, and if any change is made, the new annual rate shall become the guaranteed minimum salary under this Section 4. Such compensation shall be payable bi-weekly. 5. VACATION. During the period of the Executive's employment hereunder, the Executive shall be entitled to the number of paid vacation days in each calendar year, determined by the Company from time to time for its senior executive officers, but not less than that number of weeks of vacation each year to which the Executive is currently entitled. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. 6. OTHER BENEFITS. During the Term, the Company shall make available to the Executive such other benefits as it makes available generally to executive officers of the Company. 166353	Blue River Blue River Bancshares, Inc. ( S&Ls/Savings Banks ) As referenced in this Agreement: Blue River Bancshares, Inc. – TYPE}EX-10.8 {SEQUENCE}4 {FILENAME}c75788exv10w8.txt {DESCRIPTION}REGISTRANT CHANGE IN CONTROL AGREEMENT {TEXT} {PAGE} EXHIBIT 10.8 AGREEMENT This Agreement, dated as of October 3, 2002, between Blue River Bancshares, Inc. (the "Company"), and Randy J. Collier (the "Executive"). RECITALS The Executive has recently been employed by the Company as its Executive Vice President. Because of the Executive's extensive _____________ BLUE RIVER BANCSHARES, INC. – the Executive in the absence of a legal judgment or settlement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. 98 {PAGE} BLUE RIVER BANCSHARES, INC. /s/ Steven R. Abel ------------------------------------------- EXECUTIVE /s/ Randy J. Collier ------------------------------------------- 99 {PAGE} AGREEMENT This Agreement, dated as of October 3, 2002, between Shelby County Bank (the "Company"), and Randy J. _____________ Blue River Bancshares, Inc. – employment of the Executive with Blue River Bancshares for cause, as that term is defined in that certain change of control agreement entered into by and between the Executive and Blue River Bancshares, Inc. (B) The Company, by action of its Board of Directors, may terminate the Executive's employment with the Company without cause at any time; provided, however, that the "Date _____________ dt 1461121 ; Blue River Blue River Bancshares, Inc. ( S&Ls/Savings Banks ) As referenced in this Agreement: Blue River Bancshares, Inc. – TYPE}EX-10.8 {SEQUENCE}4 {FILENAME}c75788exv10w8.txt {DESCRIPTION}REGISTRANT CHANGE IN CONTROL AGREEMENT {TEXT} {PAGE} EXHIBIT 10.8 AGREEMENT This Agreement, dated as of October 3, 2002, between Blue River Bancshares, Inc. (the "Company"), and Randy J. Collier (the "Executive"). RECITALS The Executive has recently been employed by the Company as its Executive Vice President. Because of the Executive's extensive _____________ BLUE RIVER BANCSHARES, INC. – the Executive in the absence of a legal judgment or settlement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. 98 {PAGE} BLUE RIVER BANCSHARES, INC. /s/ Steven R. Abel ------------------------------------------- EXECUTIVE /s/ Randy J. Collier ------------------------------------------- 99 {PAGE} AGREEMENT This Agreement, dated as of October 3, 2002, between Shelby County Bank (the "Company"), and Randy J. _____________ Blue River Bancshares, Inc. – employment of the Executive with Blue River Bancshares for cause, as that term is defined in that certain change of control agreement entered into by and between the Executive and Blue River Bancshares, Inc. (B) The Company, by action of its Board of Directors, may terminate the Executive's employment with the Company without cause at any time; provided, however, that the "Date _____________ dt 1461129 ;	Randy J. Collier
$36	Preview Full Doc	2003	Change in Control Agreement Change in Control Agreement (21K) Doc #166582: Click preview link for longer preview. WORONOCO SAVINGS BANK CHANGE IN CONTROL AGREEMENT This AGREEMENT is made effective as of March 19, 1999, by and among Woronoco Savings Bank (the Institution or the Bank), a Massachusetts-chartered savings bank, with its principal administrative office at 31 Court Street, Westfield, Massachusetts, 01086-0978, Susan L. Defeo (Executive), and Woronoco Bancorp, Inc. (the Holding Company), a corporation organized under the laws of the State of Delaware which is the holding company of the Institution. WHEREAS, the Institution recognizes the substantial contribution Executive has made to the Institution and wishes to protect Executives position therewith for the period provided in this Agreement, and WHEREAS, Executive has agreed to serve in the employ of the Institution. NOW, THEREFORE, in consideration of the contribution and responsibilities of Executive, and upon the other terms and conditions hereinafter provided, the parties hereto agree as follows: 1. TERM OF AGREEMENT. The term of this Change in Control Agreement (the Agreement) shall be deemed to have commenced as of the date first above written and shall continue for a period of thirty-six (36) full calendar months thereafter. Commencing on the first anniversary date of this Agreement and continuing at each anniversary date thereafter, the Board of Directors of the Institution (Board) may extend the Agreement for an additional year. The Board will review the Agreement and Executives performance annually for purposes of determining whether to extend the Agreement, and the results thereof shall be included in the minutes of the Boards meeting. 2. CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control of the Institution or the Holding Company (as herein defined) followed at any time during the term of this Agreement by the termination of Executives employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation or benefits, or relocation of his principal place of employment by more than 25 miles from its location immediately prior to the Change in Control; provided, however, the Executive may consent in writing to any such demotion, loss, reduction or relocation. The effect of any written consent of the Executive under this Section 2 (a) shall be strictly limited to the terms specified in such written consent. (b) For purposes of this Agreement, a Change in Control shall mean an event of a nature that: (I) would be required to be reported in response to Item 1 (a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act); or (ii) results in a Change in Control of the Bank or the Holding Company within the meaning of the Change in Bank Control Act and the Rules and Regulations promulgated by the Federal Deposit Insurance Corporation (FDIC) at 12 C.F.R. 303.4(a) with respect to the Bank and the Board of Governors of the Federal Reserve System (FRB) at 12 C.F.R. 225.41(b) with respect to the Holding Company, as in effect on the date hereof; or (iii) results in a transaction requiring prior FRB approval under the Bank Holding Company Act of 1956 and the regulations promulgated thereunder by the FRB at 12 C.F.R. 225.11, as in effect on the date hereof except for the Holding Companys acquisition of the Bank; or (iv) without limitation such a Change in Control shall be deemed to have occurred at such time as (A) any person (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank or the Holding Company representing 20% or more of the Banks or the Holding Companys outstanding 166582	Woronoco Bancorp, Inc. Woronoco Bancorp, Inc. ( S&Ls/Savings Banks ) As referenced in this Change in Control Agreement: Woronoco Bancorp, Inc – a Massachusetts-chartered savings bank, with its principal administrative office at 31 Court Street, Westfield, Massachusetts, 01086-0978, Susan L. Defeo (Executive), and Woronoco Bancorp, Inc . (the Holding Company), a corporation organized under the laws of the State of Delaware which is the holding company of the Institution. _____________ Woronoco Bancorp, Inc – Institution would be required to perform if no such succession or assignment had taken place. SIGNATURES IN WITNESS WHEREOF, Woronoco Savings Bank and Woronoco Bancorp, Inc . have caused this Agreement to be executed by their duly authorized officers, and Executive has signed this Agreement, on the 12th day _____________ WORONOCO BANCORP, INC – J. BENNETT By: /s/ CORNELIUS D. MAHONEY Terry J. Bennett Corporate Secretary Cornelius D. Mahoney For the Entire Board of Directors SEAL ATTEST: WORONOCO BANCORP, INC . /s/ TERRY J. BENNETT By: /s/ CORNELIUS D. MAHONEY Terry J Bennett Corporate Secretary Cornelius D. Mahoney For the Entire Board of _____________ dt 610837 ; Woronoco Savings Bank;	Susan L. Defeo
$36	Preview Full Doc	2003	Three Year Change in Control Agreement Three Year Change in Control Agreement (23K) Doc #166599: Click preview link for longer preview. THREE YEAR CHANGE IN CONTROL AGREEMENT This AGREEMENT is made effective as of June 27, 2000, by and among Berkshire Bank (the "Institution"), a state chartered savings institution, with its principal administrative offices at 24 North Street, Pittsfield, Massachusetts 01201, Gayle Fawcett ("Executive"), and Berkshire Hills Bancorp, Inc. (the "Holding Company"), a corporation organized under the laws of the State of Delaware which is the stock holding company of the Institution. WHEREAS, the Institution recognizes the substantial contribution Executive has made to the Institution and wishes to protect Executive's position with the Institution for the period provided in this Agreement; and WHEREAS, Executive has agreed to serve in the employ of the Institution. NOW, THEREFORE, in consideration of the contribution and responsibilities of Executive, and upon the other terms and conditions hereinafter provided, the parties hereto agree as follows: 1. TERM OF AGREEMENT. --------------------- The period of this Agreement shall be deemed to have commenced as of the date first above written and shall continue for a period of thirty-six (36) full calendar months thereafter. Commencing on the first anniversary date of this Agreement, and continuing on each anniversary thereafter, the Board of Directors (the "Board") may act to extend the term of this Agreement for an additional year, such that the remaining term of this Agreement would be three years, unless Executive elects not to extend the term of this Agreement by giving written notice to the Institution, in which case the term of this Agreement will expire on the third anniversary of this Agreement. 2. CHANGE IN CONTROL. --------------------- (a) Upon the occurrence of a Change in Control of the Institution or the Holding Company (as herein defined) 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 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 voluntarily terminate her employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, material reduction in her annual compensation or benefits, or relocation of her principal place of employment by more than twenty- five (25) miles from its location immediately prior to the Change in Control; provided, however, Executive may consent in writing to any such demotion, loss, reduction or relocation. The effect of any written consent of Executive under this Section 2 (a) shall be strictly limited to the terms specified in such written consent. 166599	Berkshire Hills Berkshire Hills Bancorp Inc. ( S&Ls/Savings Banks ) As referenced in this Three Year Change in Control Agreement: Berkshire Hills Bancorp, Inc. – 27, 2000, by and among Berkshire Bank (the "Institution"), a state chartered savings institution, with its principal administrative offices at 24 North Street, Pittsfield, Massachusetts 01201, Gayle Fawcett ("Executive"), and Berkshire Hills Bancorp, Inc. (the "Holding Company"), a corporation organized under the laws of the State of Delaware which is the stock holding company of the Institution. WHEREAS, the Institution recognizes the substantial _____________ Berkshire Hills Bancorp, Inc. – same extent that the Institution would be required to perform such obligations if no such succession or assignment had taken place. 7 {PAGE} SIGNATURES IN WITNESS WHEREOF, Berkshire Bank and Berkshire Hills Bancorp, Inc. have caused this Agreement to be executed by their duly authorized officers, and Executive has signed this Agreement, on the 10th day of August , 2000. ---------- ------------ ATTEST: BERKSHIRE BANK /s/ _____________ BERKSHIRE HILLS BANCORP, INC. – Agreement, on the 10th day of August , 2000. ---------- ------------ ATTEST: BERKSHIRE BANK /s/ Rose A Borotto By: /s/ James A. Cunningham, Jr. -------------------------------- --------------------------------- Rose A Borotto James A. Cunningham, Jr. SEAL ATTEST: BERKSHIRE HILLS BANCORP, INC. (Guarantor) /s/ Rose A Borotto By: /s/ James A. Cunningham, Jr. -------------------------------- Rose A Borotto -------------------------------- SEAL James A. Cunningham, Jr. WITNESS: EXECUTIVE /s/ Rose A Borotto /s/ Gayle Fawcett -------------------------------- --------------------------------- Rose _____________ dt 1449704 ; Berkshire Hills Berkshire Hills Bancorp Inc. ( S&Ls/Savings Banks ) As referenced in this Three Year Change in Control Agreement: Berkshire Hills Bancorp, Inc. – 27, 2000, by and among Berkshire Bank (the "Institution"), a state chartered savings institution, with its principal administrative offices at 24 North Street, Pittsfield, Massachusetts 01201, Gayle Fawcett ("Executive"), and Berkshire Hills Bancorp, Inc. (the "Holding Company"), a corporation organized under the laws of the State of Delaware which is the stock holding company of the Institution. WHEREAS, the Institution recognizes the substantial _____________ Berkshire Hills Bancorp, Inc. – same extent that the Institution would be required to perform such obligations if no such succession or assignment had taken place. 7 {PAGE} SIGNATURES IN WITNESS WHEREOF, Berkshire Bank and Berkshire Hills Bancorp, Inc. have caused this Agreement to be executed by their duly authorized officers, and Executive has signed this Agreement, on the 10th day of August , 2000. ---------- ------------ ATTEST: BERKSHIRE BANK /s/ _____________ BERKSHIRE HILLS BANCORP, INC. – Agreement, on the 10th day of August , 2000. ---------- ------------ ATTEST: BERKSHIRE BANK /s/ Rose A Borotto By: /s/ James A. Cunningham, Jr. -------------------------------- --------------------------------- Rose A Borotto James A. Cunningham, Jr. SEAL ATTEST: BERKSHIRE HILLS BANCORP, INC. (Guarantor) /s/ Rose A Borotto By: /s/ James A. Cunningham, Jr. -------------------------------- Rose A Borotto -------------------------------- SEAL James A. Cunningham, Jr. WITNESS: EXECUTIVE /s/ Rose A Borotto /s/ Gayle Fawcett -------------------------------- --------------------------------- Rose _____________ dt 1449717 ;	Berkshire Bank; Gayle Fawcett
$39	Preview Full Doc	2003	Three Year Change in Control Agreement Three Year Change in Control Agreement (24K) Doc #166600: Click preview link for longer preview. THREE YEAR CHANGE IN CONTROL AGREEMENT This AGREEMENT is made effective as of June 27, 2000, by and between Berkshire Hills Bancorp, Inc. (the "Holding Company"), a corporation organized under the laws of the state of Delaware, with its principal administrative offices at 24 North Street, Pittsfield, Massachusetts 01201, and Gayle Fawcett ("Executive"). Any reference to the "Institution" herein shall mean Berkshire Bank or any successor to Berkshire Bank. WHEREAS, the Holding Company recognizes the substantial contribution Executive has made to the Holding Company and wishes to protect Executive's position with the Holding Company for the period provided in this Agreement; and WHEREAS, Executive has agreed to serve in the employ of the Holding Company. NOW, THEREFORE, in consideration of the contribution and responsibilities of Executive, and upon the other terms and conditions hereinafter provided, the parties hereto agree as follows: 1. TERM OF AGREEMENT. ------------------ The period of this Agreement shall be deemed to have commenced as of the date first above written and shall continue for a period of thirty-six (36) full calendar months thereafter. Commencing on the first anniversary date of this Agreement, and continuing on each anniversary thereafter, the Board of Directors (the "Board") may act to extend the term of this Agreement for an additional year, such that the remaining term of this Agreement would be three years, unless Executive elects not to extend the term of this Agreement by giving written notice to the Holding Company, in which case the term of this Agreement will expire on the third anniversary of this Agreement. 2. CHANGE IN CONTROL. ------------------ (a) Upon the occurrence of a Change in Control of the Institution or the Holding Company (as herein defined) 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 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 voluntarily terminate her employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, material reduction in her annual compensation or benefits, or relocation of her principal place of employment by more than twenty- five (25) miles from its location immediately prior to the Change in Control; provided, however, Executive may consent in writing to any such demotion, loss, reduction or relocation. The effect of any written consent of Executive under this Section 2 (a) shall be strictly limited to the terms specified in such written consent. 166600	Berkshire Hills Berkshire Hills Bancorp Inc. ( S&Ls/Savings Banks ) As referenced in this Three Year Change in Control Agreement: BERKSHIRE HILLS BANCORP, INC. – {DOCUMENT} {TYPE}EX-10.9 {SEQUENCE}4 {FILENAME}exhibit10-9.txt {TEXT} Exhibit 10.9 BERKSHIRE HILLS BANCORP, INC. THREE YEAR CHANGE IN CONTROL AGREEMENT This AGREEMENT is made effective as of June 27, 2000, by and between Berkshire Hills Bancorp, Inc. (the "Holding Company"), a corporation organized _____________ Berkshire Hills Bancorp, Inc. – exhibit10-9.txt {TEXT} Exhibit 10.9 BERKSHIRE HILLS BANCORP, INC. THREE YEAR CHANGE IN CONTROL AGREEMENT This AGREEMENT is made effective as of June 27, 2000, by and between Berkshire Hills Bancorp, Inc. (the "Holding Company"), a corporation organized under the laws of the state of Delaware, with its principal administrative offices at 24 North Street, Pittsfield, Massachusetts 01201, and Gayle Fawcett (" _____________ Berkshire Hills Bancorp, Inc. – to the same extent that the Holding Company would be required to perform such obligations if no such succession or assignment had taken place. 7 {PAGE} SIGNATURES IN WITNESS WHEREOF, Berkshire Hills Bancorp, Inc. has caused this Agreement to be executed by their duly authorized officers, and Executive has signed this Agreement, on the 10th day of August, 2000. ----- -------- ATTEST: BERKSHIRE HILLS BANCORP, _____________ BERKSHIRE HILLS BANCORP, INC. – Berkshire Hills Bancorp, Inc. has caused this Agreement to be executed by their duly authorized officers, and Executive has signed this Agreement, on the 10th day of August, 2000. ----- -------- ATTEST: BERKSHIRE HILLS BANCORP, INC. /s/ Rose A. Borotto By: James A. Cunningham, Jr. ---------------------------------- -------------------------------- Rose A. Borotto James A. Cunningham, Jr. SEAL WITNESS: EXECUTIVE /s/ Rose A. Borotto /S/ Gayle Fawcett ---------------------------------- -------------------------------- Rose A. Borotto _____________ dt 1449705 ; Berkshire Hills Berkshire Hills Bancorp Inc. ( S&Ls/Savings Banks ) As referenced in this Three Year Change in Control Agreement: BERKSHIRE HILLS BANCORP, INC. – {DOCUMENT} {TYPE}EX-10.9 {SEQUENCE}4 {FILENAME}exhibit10-9.txt {TEXT} Exhibit 10.9 BERKSHIRE HILLS BANCORP, INC. THREE YEAR CHANGE IN CONTROL AGREEMENT This AGREEMENT is made effective as of June 27, 2000, by and between Berkshire Hills Bancorp, Inc. (the "Holding Company"), a corporation organized _____________ Berkshire Hills Bancorp, Inc. – exhibit10-9.txt {TEXT} Exhibit 10.9 BERKSHIRE HILLS BANCORP, INC. THREE YEAR CHANGE IN CONTROL AGREEMENT This AGREEMENT is made effective as of June 27, 2000, by and between Berkshire Hills Bancorp, Inc. (the "Holding Company"), a corporation organized under the laws of the state of Delaware, with its principal administrative offices at 24 North Street, Pittsfield, Massachusetts 01201, and Gayle Fawcett (" _____________ Berkshire Hills Bancorp, Inc. – to the same extent that the Holding Company would be required to perform such obligations if no such succession or assignment had taken place. 7 {PAGE} SIGNATURES IN WITNESS WHEREOF, Berkshire Hills Bancorp, Inc. has caused this Agreement to be executed by their duly authorized officers, and Executive has signed this Agreement, on the 10th day of August, 2000. ----- -------- ATTEST: BERKSHIRE HILLS BANCORP, _____________ BERKSHIRE HILLS BANCORP, INC. – Berkshire Hills Bancorp, Inc. has caused this Agreement to be executed by their duly authorized officers, and Executive has signed this Agreement, on the 10th day of August, 2000. ----- -------- ATTEST: BERKSHIRE HILLS BANCORP, INC. /s/ Rose A. Borotto By: James A. Cunningham, Jr. ---------------------------------- -------------------------------- Rose A. Borotto James A. Cunningham, Jr. SEAL WITNESS: EXECUTIVE /s/ Rose A. Borotto /S/ Gayle Fawcett ---------------------------------- -------------------------------- Rose A. Borotto _____________ dt 1449718 ;	Gayle Fawcett; Berkshire Bank
$38	Preview Full Doc	2004	Change in Control Agreement Change in Control Agreement (27K) Doc #250182: Click preview link for longer preview. CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (the ï¿½Agreementï¿½) is entered into as of this 1^st day of January, 2004, by and between NewMil Bancorp, Inc., a Delaware corporation (hereafter ï¿½NewMil Bancorpï¿½), and Roberta Reed (the ï¿½Executiveï¿½). Whereas, the Executive is employed by NewMil Bank, a Connecticut-chartered, FDIC-insured 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, . . . 250182	NewMil NewMil Bancorp, Inc. ( S&Ls/Savings Banks ) As referenced in this Change in Control Agreement: NewMil Bancorp, Inc. – CONTROL REED Exhibit 10.24 CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (the Agreement) is entered into as of this 1st day of January, 2004, by and between NewMil Bancorp, Inc. , a Delaware corporation (hereafter NewMil Bancorp), and Roberta Reed (the Executive). Whereas, the Executive is employed by NewMil Bank, a Connecticut-chartered, FDIC-insured savings bank and subsidiary of _____________ NewMil Bancorp, Inc. – mail, return receipt requested, with postage prepaid to the following addresses or to such other address as either party may designate by like notice. (a) If to NewMil Bancorp, to: NewMil Bancorp, Inc. 19 Main Street P.O. Box 600 Milford, Connecticut 06776 Attn: Corporate Secretary (b) If to the Executive, to: Roberta Reed 19 Main Street P.O. Box 600 New _____________ NewMil Bancorp, Inc. – agreement shall hereafter be void and of no force or effect. In Witness Whereof, the parties have executed this Agreement as of the day and year first written above. Witnesses: NewMil Bancorp, Inc. /s/ Betty F. Pacocha By: /s/ Francis J. Wiatr Francis J. Wiatr /s/ Virginia I. Reinholdt Its: Chairman, President and Chief Executive Officer Witnesses: Executive /s/ Betty F. Pacocha / _____________ dt 1474350 ;	NewMil NewMil Bancorp, Inc. ( S&Ls/Savings Banks ) As referenced in this Change in Control Agreement: NewMil Bancorp, Inc. – CONTROL REED Exhibit 10.24 CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (the Agreement) is entered into as of this 1st day of January, 2004, by and between NewMil Bancorp, Inc. , a Delaware corporation (hereafter NewMil Bancorp), and Roberta Reed (the Executive). Whereas, the Executive is employed by NewMil Bank, a Connecticut-chartered, FDIC-insured savings bank and subsidiary of _____________ NewMil Bancorp, Inc. – mail, return receipt requested, with postage prepaid to the following addresses or to such other address as either party may designate by like notice. (a) If to NewMil Bancorp, to: NewMil Bancorp, Inc. 19 Main Street P.O. Box 600 Milford, Connecticut 06776 Attn: Corporate Secretary (b) If to the Executive, to: Roberta Reed 19 Main Street P.O. Box 600 New _____________ NewMil Bancorp, Inc. – agreement shall hereafter be void and of no force or effect. In Witness Whereof, the parties have executed this Agreement as of the day and year first written above. Witnesses: NewMil Bancorp, Inc. /s/ Betty F. Pacocha By: /s/ Francis J. Wiatr Francis J. Wiatr /s/ Virginia I. Reinholdt Its: Chairman, President and Chief Executive Officer Witnesses: Executive /s/ Betty F. Pacocha / _____________ dt 1309779
$38	Preview Full Doc	2004	Change in Control Agreement Change in Control Agreement (27K) Doc #250183: Click preview link for longer preview. CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (the ï¿½Agreementï¿½) is entered into as of this 1^st day of January, 2004, by and between NewMil Bancorp, Inc., a Delaware corporation (hereafter ï¿½NewMil Bancorpï¿½), and William D. Starbuck (the ï¿½Executiveï¿½). Whereas, the Executive is employed by NewMil Bank, a Connecticut-chartered, FDIC-insured 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 . . . 250183	NewMil NewMil Bancorp, Inc. ( S&Ls/Savings Banks ) As referenced in this Change in Control Agreement: NewMil Bancorp, Inc. – CONTROL STARBUCK Exhibit 10.25 CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (the Agreement) is entered into as of this 1st day of January, 2004, by and between NewMil Bancorp, Inc. , a Delaware corporation (hereafter NewMil Bancorp), and William D. Starbuck (the Executive). Whereas, the Executive is employed by NewMil Bank, a Connecticut-chartered, FDIC-insured savings bank and subsidiary _____________ NewMil Bancorp, Inc. – mail, return receipt requested, with postage prepaid to the following addresses or to such other address as either party may designate by like notice. (a) If to NewMil Bancorp, to: NewMil Bancorp, Inc. 19 Main Street P.O. Box 600 Milford, Connecticut 06776 Attn: Corporate Secretary (b) If to the Executive, to: Roberta Reed 19 Main Street P.O. Box 600 New _____________ NewMil Bancorp, Inc. – single lump sum cash equal to a multiple of his compensation. In Witness Whereof, the parties have executed this Agreement as of the day and year first written above. Witnesses: NewMil Bancorp, Inc. /s/Betty F. Pacocha By: /s/ Francis J. Wiatr Francis J. Wiatr /s/ Virginia I. Reinholdt Its: Chairman, President and Chief Executive Officer Witnesses: Executive /s/Betty F. Pacocha / _____________ dt 1474351 ;	NewMil NewMil Bancorp, Inc. ( S&Ls/Savings Banks ) As referenced in this Change in Control Agreement: NewMil Bancorp, Inc. – CONTROL STARBUCK Exhibit 10.25 CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (the Agreement) is entered into as of this 1st day of January, 2004, by and between NewMil Bancorp, Inc. , a Delaware corporation (hereafter NewMil Bancorp), and William D. Starbuck (the Executive). Whereas, the Executive is employed by NewMil Bank, a Connecticut-chartered, FDIC-insured savings bank and subsidiary _____________ NewMil Bancorp, Inc. – mail, return receipt requested, with postage prepaid to the following addresses or to such other address as either party may designate by like notice. (a) If to NewMil Bancorp, to: NewMil Bancorp, Inc. 19 Main Street P.O. Box 600 Milford, Connecticut 06776 Attn: Corporate Secretary (b) If to the Executive, to: Roberta Reed 19 Main Street P.O. Box 600 New _____________ NewMil Bancorp, Inc. – single lump sum cash equal to a multiple of his compensation. In Witness Whereof, the parties have executed this Agreement as of the day and year first written above. Witnesses: NewMil Bancorp, Inc. /s/Betty F. Pacocha By: /s/ Francis J. Wiatr Francis J. Wiatr /s/ Virginia I. Reinholdt Its: Chairman, President and Chief Executive Officer Witnesses: Executive /s/Betty F. Pacocha / _____________ dt 1309780
$37	Preview Full Doc	2004	Change in Control Agreement Change in Control Agreement (19K) Doc #250486: Click preview link for longer preview. CHANGE IN CONTROL AGREEMENT This Change in Control Agreement ("Agreement") is made and entered into on December 8, 2003 (the "Effective Date") by and among Dennis M. Terry ("Executive"), Clover Leaf Bank, an Illinois-chartered commercial bank (the "Bank"), and Clover Leaf Financial Corp., a Delaware corporation (the "Holding Company"). RECITALS A. Executive is currently employed as the President and Chief Executive Officer of the Ban