Exhibit 10.1


 


AGREEMENT


 


THIS AGREEMENT (the “Agreement”),
dated this 6th day of April 2015, is by and among Naugatuck Valley Financial Corporation (the “Company”) and Naugatuck
Valley Savings and Loan (the “Bank,” and collectively with the Company, “Naugatuck Valley”), Seidman and
Associates, LLC, Seidman Investment Partnership, LP, Seidman Investment Partnership II, LP, LSBK06-08, LLC, Broad Park Investors,
LLC, CBPS, LLC, 2514 Multi-Strategy Fund, LP, Veteri Place Corporation, Sonia Seidman, an individual, and Lawrence Seidman, an
individual (the “Nominee” and collectively, the “Seidman Group,” and each individually, a “Seidman
Group Member”).


 


RECITALS


 


WHEREAS, on March 21, 2014, Naugatuck
Valley, the Seidman Group and the Nominee entered into an Agreement (the “2014 Agreement”) under which the Nominee
was appointed to the Boards of Directors of Naugatuck Valley for a term ending at the 2015 Annual Meeting of the Company;


 


WHEREAS, Naugatuck Valley, the Seidman
Group and the Nominee have agreed that it is in their mutual interests to extend the term of the 2014 Agreement for so long as
the Nominee remains a director of the Company or the Bank; and


 


WHEREAS, Naugatuck Valley, the Seidman
Group and the Nominee have agreed that it is in their mutual interests to into this Agreement.


 


NOW THEREFORE, in consideration of
the Recitals and the extension of the representations, warranties, covenants and agreements contained in the 2014 Agreement and
other good and valuable consideration, and intending to be legally bound hereby, the parties hereto agree as follows:


 


1.            Section 5 of the 2014 Agreement
is hereby amended to read as follows:


 


“Term. This Agreement shall
be effective upon the execution of the Agreement, and will remain in effect for a period expiring as of the close of business on
the date on which the Nominee ceases to be a director of the Company and the Bank.”


 


2.            This Agreement may be executed in
any number of counterparts and by the parties in separate counterparts, and signature pages may be delivered by facsimile, each
of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


3.            Except to the extent expressly provided
herein, the 2014 Agreement shall remain in full force and effect in accordance with its terms.


 


 


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IN WITNESS WHEREOF, this Agreement has been
duly executed by the undersigned and is effective as of the day and year first above written.


 





	 	SEIDMAN AND ASSOCIATES, L.L.C.
	 	 	 
	 	 	 
	 	By:	/s/ Lawrence B. Seidman
	 	 	Lawrence B. Seidman
	 	 	Manager
	 	 	 
	 	 	 
	 	SEIDMAN INVESTMENT PARTNERSHIP, L.P.
	 	 	 
	 	By:	Veteri Place Corporation, its General Partner
	 	 	 
	 	 	 
	 	By:	/s/ Lawrence B. Seidman
	 	 	Lawrence B. Seidman
	 	 	President
	 	 	 
	 	 	 
	 	SEIDMAN INVESTMENT PARTNERSHIP II, L.P.
	 	 	 
	 	By:	Veteri Place Corporation, its General Partner
	 	 	 
	 	 	 
	 	By:	/s/ Lawrence B. Seidman
	 	 	Lawrence B. Seidman
	 	 	President
	 	 	 
	 	 	 
	 	LSBK06-08, L.L.C.
	 	 	 
	 	By:	Veteri Place Corporation, its Trading Advisor
	 	 	 
	 	 	 
	 	By:	/s/ Lawrence B. Seidman
	 	 	Lawrence B. Seidman
	 	 	President



 






    	 



    	 



    

 


	 	BROAD PARK INVESTORS, L.L.C.
	 	 	 
	 	 	 
	 	By:	/s/ Lawrence B. Seidman
	 	 	Lawrence B. Seidman
	 	 	Investment Manager
	 	 	 
	 	 	 
	 	CBPS, L.L.C.
	 	 	 
	 	By:	Veteri Place Corporation, its Trading Advisor
	 	 	 
	 	 	 
	 	By:	/s/ Lawrence B. Seidman
	 	 	Lawrence B. Seidman
	 	 	President
	 	 	 
	 	 	 
	 	2514 MULTI-STRATEGY FUND, L.P.
	 	 	 
	 	 	 
	 	By:	/s/ Lawrence B. Seidman
	 	 	Lawrence B. Seidman
	 	 	Investment Manager
	 	 	 
	 	 	 
	 	VETERI PLACE CORPORATION
	 	 	 
	 	 	 
	 	By:	/s/ Lawrence B. Seidman
	 	 	Lawrence B. Seidman
	 	 	 
	 	 	 
	 	LAWRENCE B. SEIDMAN
	 	 	 
	 	 	 
	 	/s/ Lawrence B. Seidman
	 	Lawrence B. Seidman
	 	 	 
	 	 	 
	 	SONIA SEIDMAN
	 	 	 
	 	 	 
	 	/s/ Sonia Seidman
	 	Sonia Seidman



 






    	 



    	 



    

 


	 	NAUGATUCK VALLEY FINANCIAL CORPORATION
	 	 	 
	 	 	 
	 	By:	/s/ William C. Calderara
	 	 	William C. Calderara
	 	 	President and Chief Executive Officer
	 	 	 
	 	 	 
	 	NAUGATUCK VALLEY SAVINGS AND LOAN
	 	 	 
	 	 	 
	 	By:	/s/ William C. Calderara
	 	 	William C. Calderara
	 	 	President and Chief Executive Officer