Exhibit 10.5 - Termination, Release  - Taylor


    Exhibit
      10.5

    TERMINATION
      AND RELEASE AGREEMENT

    


    This
      Termination and Release Agreement (the “Agreement”) is entered into as of July
      18, 2006 by and among Trenton E. Taylor (the “Executive”), Westbank Corporation
      (“WBC”), a Massachusetts corporation, Westbank, a Massachusetts chartered bank
      and trust company and a wholly-owned subsidiary of WBC, and NewAlliance
      Bancshares, Inc. (“NewAlliance”), a Delaware corporation.

    


    RECITALS:

    


    WHEREAS,
      NewAlliance, NewAlliance Bank, WBC and Westbank are entering into an Agreement
      and Plan of Merger, dated as of July 18, 2006 (the “Merger Agreement”);
      and

    


    WHEREAS,
      Section 7.5.7 of the Merger Agreement provides that NewAlliance, WBC, Westbank
      and the Executive shall enter into this Agreement, which shall terminate the
      change of control agreement between WBC, Westbank and the Executive dated
      December 17, 2003 (the “Change of Control Agreement”) as of the Effective Time
      of the Merger, and in lieu of any rights and payments under the Change of
      Control Agreement, the Executive shall be entitled to the rights and payments
      set forth herein;

    


    NOW
      THEREFORE, in consideration of the foregoing and other good and valuable
      consideration the receipt and sufficiency of which is hereby acknowledged,
      the
      Executive, WBC, Westbank and NewAlliance agree as follows:

    


    1. Actions
      to be Taken in 2006.

    


    (a) The
      Executive hereby agrees to take the following actions between the date hereof
      and December 29, 2006, it being the intention of the parties hereto that all
      of
      such actions shall be fully effective and consummated no later than December
      29,
      2006 (or such other date as may be specified below):

    


    (i) consent,
      to the extent any such consent is required by the Executive, to the accelerated
      vesting as of the date the shareholders of WBC approve the Merger Agreement
      of
      all unvested restricted stock awards granted to the Executive with respect
      to
      the common stock of WBC, provided that any unvested restricted stock awards
      scheduled to vest prior to such date shall vest on their originally scheduled
      vesting date;

    


    (ii) accept
      a
      lump sum cash payment from WBC or Westbank on December 22, 2006 in the
      amount of $125,000 (with applicable withholding taxes to be subtracted from
      such
      amount), representing a partial prepayment of the cash severance the Executive
      is entitled to under Section 6(b) of the Change of Control
      Agreement;

    


    (iii) accept
      on
      or before December 29, 2006 such prepayment, if any, of the dollar amount
      specified in Section 2(a) below that may be mutually agreed to by WBC and
      NewAlliance in order to avoid the potential reduction in payments under Section
      2(c) below; and


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (iv) cooperate
      with NewAlliance and WBC and take such other steps as may in good faith be
      requested of the Executive by NewAlliance in order to avoid the potential
      reduction in payments under Section 2(c) below.

    


    (b) WBC
      shall
      take all steps necessary to accelerate as of the date the shareholders of WBC
      approve the Merger Agreement the vesting of all of the unvested restricted
      stock
      awards granted to the Executive, and WBC or Westbank shall pay to the Executive
      on December 22, 2006 the amount specified in Section 1(a)(ii)
      above.

    


    (c) In
      the
      event the above actions are taken but are insufficient to avoid the potential
      reduction in payments under Section 2(c) below, then WBC or Westbank shall
      prepay to the Executive on or before December 29, 2006 such portion of the
      dollar amount specified in Section 2(a) below as shall be mutually agreed to
      by
      WBC and NewAlliance (which agreement shall not be unreasonably withheld or
      delayed).

    


    2. Payments
      to Be Made as of the Effective Time of the Merger.

    


    (a) As
      of the
      Effective Time of the Merger, provided the Executive is still employed by WBC
      immediately prior to such date and provided that the Executive and WBC have
      taken all of the actions required to be taken pursuant to Section 1 hereof,
      WBC
      or Westbank shall pay to the Executive a lump sum cash amount equal to $222,576,
      subject to adjustment as set forth in Section 2(c) below (the “Maximum Amount”),
      less applicable tax withholdings and less any portion thereof that is prepaid
      in
      December 2006 pursuant to Sections 1(a)(iii) and 1(c) above. In consideration
      of
      such payment and the other provisions of this Agreement, the Executive, WBC,
      Westbank and NewAlliance hereby agree that the Change of Control Agreement
      and
      the Executive’s employment with WBC shall be terminated without any further
      action of any of the parties hereto, effective immediately prior to the
      Effective Time of the Merger, except as set forth in Section 4 hereof. The
      Executive agrees that the above payment shall be in complete satisfaction of
      all
      of his rights to payments or benefits under the Change of Control Agreement,
      except as set forth in Section 4 hereof.

    


    (b) WBC
      and
      the Executive represent and warrant that the information with respect to the
      Executive contained in Section 4.14.8 of the WBC Disclosure Schedule to the
      Merger Agreement accurately reflects the Executive’s taxable Form W-2 income for
      each of the four years ended December 31, 2005 and contains a complete listing
      of all payments or benefits to the Executive that could be deemed to be a
      parachute payment under Section 280G of the Internal Revenue Code of 1986,
      as
      amended (the “Code”), based on the assumptions set forth in such
      schedule.

    


    (c) Each
      of
      the parties hereto agrees that if the actions specified in Section 1 above
      are
      taken as required, then based on Section 2(b) above the payments and benefits
      to
      be provided to the Executive should not trigger any tax reimbursement payments
      pursuant to Section 13 of the Change of Control Agreement. In the event any
      of
      the actions specified in Section 1 above is not taken as required, or if any
      of
      the representations in Section 2(b) is not correct, and if such failure results
      in the Maximum Amount, either alone or together with other payments and benefits
      which the Executive has the right to receive from NewAlliance, WBC or Westbank,
      whether pursuant to this Agreement or otherwise, being a “parachute payment”
under Section 

    
      
        
        

      

      
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    280G
      of
      the Code, then the Maximum Amount payable by WBC or Westbank pursuant to Section
      2(a) hereof shall be reduced by the amount which is the minimum necessary to
      result in no portion of the payment payable by WBC or Westbank under Section
      2(a) being non-deductible to WBC, Westbank or NewAlliance (or any successors
      thereto) pursuant to Section 280G of the Code and subject to the excise tax
      imposed under Section 4999 of the Code. If any of the payments or benefits
      to be
      provided by WBC, Westbank or NewAlliance are subject to the excise tax imposed
      by Section 4999 of the Code but are not required to be reduced by this Section
      2(c), then the indemnity under Section 13 of the Change of Control Agreement
      (which section remains in full force and effect pursuant to Section 4 of this
      Agreement) shall be provided to the Executive by NewAlliance; provided, however,
      that if the amount of the indemnity is known as of the Effective Time of the
      Merger, then such indemnity shall be provided by either WBC or Westbank at
      the
      request of NewAlliance.

    


    (d) As
      of the
      Business Day immediately prior to the Effective Date of the Merger, provided
      the
      Executive is still employed by WBC immediately prior to such date, WBC or
      Westbank shall pay to the Executive an additional lump sum cash amount equal
      to
      $102,467, less applicable tax withholdings, in complete satisfaction of all
      of
      the Executive’s rights to payments or benefits under the Executive Supplemental
      Retirement Plan Agreement between the Executive and Westbank (formerly Park
      West
      Bank and Trust Company) dated July 2, 2001 (the “SERP Agreement”). In
      consideration of such payment, the parties hereto agree that the SERP Agreement
      shall be terminated without any further action of any of the parties hereto
      on
      or before the date of such payment in accordance with the terms of the Merger
      Agreement.

    


    (e) The
      parties hereto agree that the payments pursuant to Sections 1(a)(ii) and (iii)
      above should not trigger any of the excise taxes or interest penalties under
      Section 409A of the Code based on the current provisions of such section and
      the
      proposed regulations issued under Section 409A of the Code. However, in the
      event the final regulations issued under Section 409A are construed so as to
      impose the excise tax and interest penalties specified under Section 409A of
      the
      Code on any of the payments under Sections 1(a)(ii) or (iii) of this Agreement,
      then NewAlliance shall provide a tax indemnification to the Executive so that
      the Executive is in the same after-tax position he would have been in if the
      excise tax and interest penalties under Section 409A of the Code had not been
      imposed on such payments; provided, however, that if the amount of the indemnity
      is known as of the Effective Time of the Merger, then such indemnity shall
      be
      provided by either WBC or Westbank at the request of NewAlliance.

    


    3. Payment
      of Fringe Benefits.

    


    (a) NewAlliance
      agrees to provide the Executive with continued health, dental, life and
      disability coverage, pursuant to either the policies currently offered by WBC
      and Westbank or the policies to be offered by NewAlliance to the Continuing
      Employees of WBC, until the earlier of thirty (30) calendar months following
      the
      Effective Time of the Merger or the Executive’s commencement of full-time
      employment with a new employer, subject to the terms and conditions of such
      policies, with the Executive responsible for paying the same share of any
      premiums, copayments or deductibles as if he was an employee and with the
      disability and life insurance coverage subject to the maximum coverage limits
      in
      the current policies of WBC or Westbank, except as set forth below in this
      Section 3(a). The health and dental coverage shall include any dependents of
      the
      Executive who are covered by WBC or Westbank as of the date of 

    
      
        
        

      

      
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    this
      Agreement and who remain covered by WBC or Westbank as of the Effective Time
      of
      the Merger. In the event the Executive’s participation in any such plan is
      barred, NewAlliance shall arrange to provide the Executive with benefits
      substantially similar to those which the Executive would otherwise have received
      under such plans from which his continued participation is barred or pay to
      the
      Executive a cash amount equal to the amount NewAlliance would have paid for
      such
      coverage if the Executive was still an employee. In addition, notwithstanding
      the foregoing, if the provision of any of the benefits covered by this Section
      3(a) would trigger the 20% tax and interest penalties under Section 409A of
      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 NewAlliance 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 amount NewAlliance would have paid for
      such Excluded Benefits in the absence of Section 409A of the Code.

    


    (b) In
      calculating the value of the benefits to be provided pursuant to Section 3(a)
      above, the parties agree to assume that the premiums in effect as of August
      31,
      2006 will increase by 15% per year to cover anticipated premium increases over
      the 30 month period specified in Section 3(a) above.

    


    4. Releases.
      Upon
      payment of the amounts set forth in Section 2(a) hereof (as such amount may
      be
      adjusted pursuant to Section 2(c) hereof) and in Section 2(d) hereof, the
      Executive, for himself and for his heirs, successors and assigns, does hereby
      release completely and forever discharge WBC, Westbank and their successors
      from
      any obligation under the Change of Control Agreement, except for the provisions
      of Section 13 of the Change of Control Agreement which shall remain in full
      force and effect, and under the SERP Agreement. The obligations of NewAlliance
      to provide benefits pursuant to Section 3 above shall continue for the period
      specified therein. This Agreement shall not release WBC, Westbank or NewAlliance
      from any of the following: (a) obligations to pay to the Executive wages earned
      up to the Effective Time of the Merger; (b) the payment of any of the
      Executive’s vested benefits, or honoring any of the Executive’s rights, under
      the WBC Employee Plans, excluding any bonus plans, employment agreement, change
      of control agreement or other severance agreement or plan, (c) the payment
      of
      the Merger Consideration with respect to the Executive’s common stock of WBC or
      stock options or restricted stock awards with respect to the common stock of
      WBC, or (d) the obligations of NewAlliance under Section 7.6 of the Merger
      Agreement.

    


    5. General.

    


    (a) Heirs,
      Successors and Assigns.
      The
      terms
      of this Agreement shall be binding upon the parties hereto and their respective
      heirs, successors and assigns.

    


    (b) Final
      Agreement. This
      Agreement represents the entire understanding of the parties with respect to
      the
      subject matter hereof and supersedes all prior understandings, written or oral.
      The terms of this Agreement may be changed, modified or discharged only by
      an


    
      
        
        

      

      
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    instrument
      in writing signed by each of the parties hereto. In the event the Internal
      Revenue Service issues final regulations under Section 409A of the Code prior
      to
      the Effective Time of the Merger and such regulations are deemed to result
      in
      the imposition of the excise taxes and/or interest penalties under Section
      409A
      of the Code on any of the payments or benefits to be provided under this
      Agreement, then the parties hereto agree to negotiate in good faith an amendment
      to this Agreement to avoid such excise taxes and/or interest penalties to the
      extent possible, provided that the amounts payable to the Executive under
      Sections 1, 2(a) and 2(d) of this Agreement shall not be delayed beyond the
      Effective Time of the Merger or reduced in the aggregate.

    


    (c) Withholdings.
      WBC,
      Westbank and NewAlliance may withhold from any amounts payable under this
      Agreement such federal, state, local or foreign taxes as may be required to
      be
      withheld pursuant to applicable law or regulation.

    


    (d) Governing
      Law. This
      Agreement shall be construed, enforced and interpreted in accordance with and
      governed by the laws of the State of Connecticut, without reference to its
      principles of conflicts of law, except to the extent that federal law shall
      be
      deemed to preempt such state laws. 

    


    (e) Defined
      Terms. Any
      capitalized terms not defined in this Agreement shall have as their meaning
      the
      definitions contained in the Merger Agreement.

    


    (f) Voluntary
      Action and Waiver. The
      Executive acknowledges that by his free and voluntary act of signing below,
      the
      Executive agrees to all of the terms of this Agreement and intends to be legally
      bound thereby. The Executive acknowledges that he has been advised to consult
      with an attorney prior to executing this Agreement. 

    


    (g) Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original but all of which together shall constitute one and
      the
      same instrument.

    


    6. Effectiveness.
      Notwithstanding anything to the contrary contained herein, this Agreement shall
      be subject to consummation of the Merger in accordance with the terms of the
      Merger Agreement, as the same may be amended by the parties thereto in
      accordance with its terms. In the event the Merger Agreement is terminated
      for
      any reason, this Agreement shall be deemed null and void with respect to all
      actions not yet taken pursuant to this Agreement.

    


    [Signature
      page follows]


     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, NewAlliance, WBC and Westbank have each caused this Agreement
      to be executed by their duly authorized officers, and the Executive has signed
      this Agreement, effective as of the date first above written.

    


    
      	
              WITNESS:

            	
              EXECUTIVE:

            
	 	 
	 	 
	
              /s/
                Robert J. Perlak

            	/s/
              Trenton E. Taylor 
	
              Name:
                Robert J. Perlak

            	
              Name:
                Trenton E. Taylor

            
	 	 
	 	 
	 	 
	
              ATTEST:

            	
              WESTBANK
                CORPORATION

            
	 	 
	 	 
	 	 
	
              
                /s/
                  Robert J. Perlak

              

            	
              By: 
                /s/ Donald R. Chase

            
	
              Name:
                Robert J. Perlak

            	
              Name:
                Donald R. Chase

            
	 	
              Title:
                President and Chief Executive Officer

            
	 	 
	 	 
	
              ATTEST:

            	
              WESTBANK

            
	 	 
	 	 
	 	 
	
              
                /s/
                  Robert J. Perlak

              

            	
              By: 
                /s/ Donald R. Chase

            
	
              Name:
                Robert J. Perlak

            	
              Name:
                Donald R. Chase

            
	 	
              Title:
                President and Chief Executive Officer

            
	 	 
	 	 
	
              ATTEST:

            	
              NEWALLIANCE
                BANCSHARES, INC.

            
	 	 
	 	 
	 	 
	
              /s/
                Brian Arsenault

            	
              By: 
                /s/ Merrill B. Blanksteen

            
	
              Name:
                Brian Arsenault

            	
              Name:
                Merrill B. Blanksteen

            
	 	
              Title:  
                Executive Vice President and Chief

            
	 	
              Financial
                Officer

            


    

     

    
      
        
        

      

      
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