EX-10.9


    Exhibit
      10.9

    


    


    Naugatuck
      Valley Savings and Loan Change in Control Agreement 

    with
      William C. Nimons

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    

      CHANGE
        IN CONTROL AGREEMENT

      


      


      This
        AGREEMENT
        (“Agreement”) is hereby entered into as of September
        30, 2004, by
        and
        between NAUGATUCK
        VALLEY SAVINGS AND LOAN
        (the
“Bank”), a federally chartered savings bank, with its principal offices at 333
        Church Street, Naugatuck, Connecticut 06770, William
        C. Nimons
        (“Executive”), and NAUGATUCK
        VALLEY FINANCIAL CORPORATION (the
        “Company”), a federally chartered corporation and the holding company of the
        Bank, as guarantor.

      


      WHEREAS,
        the
        Bank recognizes the importance of Executive to the Bank’s operations and wishes
        to protect his position with the Bank in the event of a change in control
        of the
        Bank or the Company for the period provided for in this Agreement;
        and

      


      WHEREAS,
        Executive and the Board of Directors of the Bank desire to enter into an
        agreement setting forth the terms and conditions of payments due to Executive
        in
        the event of a change in control and the related rights and obligations of
        each
        of the parties.

      


      NOW,
        THEREFORE,
        in
        consideration of the promises and mutual covenants herein contained, it is
        hereby agreed as follows:

      


      
        	
                1.

              	
                Term
                  of Agreement.

              


      

      


      a.    The
        term
        of this Agreement shall be (i) the initial term, consisting of the period
        commencing on the date of this Agreement (the “Effective Date”) and ending on
        the third anniversary of the Effective Date, plus (ii) any and all extensions
        of
        the initial term made pursuant to this Section 1.

      


      b.    Commencing
        on the first anniversary of the Effective Date and continuing each anniversary
        date thereafter, the Board of Directors of the Bank (the “Board of Directors”)
        may extend the term of this Agreement for an additional one (1) year period
        beyond the then effective expiration date, provided that Executive shall
        not
        have given at least sixty (60) days’ written notice of his desire that the term
        not be extended.

      


      c.    Notwithstanding
        anything in this Section to the contrary, this Agreement shall terminate
        if
        Executive or the Bank terminates Executive’s employment prior to a Change in
        Control.

      


      
        	
                2.

              	
                Change
                  in Control.

              


      

      


      a.    Upon
        the
        occurrence of a Change in Control of the Bank or the Company followed at
        any
        time during the term of this Agreement by the termination of Executive’s
        employment in accordance with the terms of this Agreement, other than for
        Cause,
        as defined in Section 2c. 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 his employment at any time during the term of this
        Agreement following an event constituting “Good Reason.” 

      


      “Good
        Reason” means, unless Executive has consented in writing thereto, the occurrence
        following a Change in Control, of any of the following: 

      


      
        	 	
                i.

              	
                the
                  assignment to Executive of any duties materially inconsistent with
                  Executive’s
                  position, including any material diminution in status, title, authority,
                  duties or responsibilities, excluding for this purpose an isolated,
                  insubstantial and inadvertent action not taken in bad faith and
                  that is
                  remedied by the Bank or Executive’s employer reasonably promptly after
                  receipt of notice from Executive;

              


      

      


      
        	 	
                ii.

              	
                a
                  reduction by the Bank or Executive’s employer of Executive’s base salary
                  in effect immediately prior to the Change in
                  Control;

              


      

      


      
        	 	
                iii.

              	
                the
                  relocation of Executive’s office to a location more than twenty-five (25)
                  miles from its location as of the date of this
                  Agreement;

              


      

      


      
        	 	
                iv.

              	
                the
                  taking of any action by the Bank or any of its affiliates or successors
                  that would materially adversely affect Executive’s overall compensation
                  and benefits package, unless such changes to the compensation and
                  benefits
                  package are made on a non-discriminatory basis and affect substantially
                  all employees; or

              


      

      


      


      
        	 	
                v.

              	
                the
                  failure of the Bank or the affiliate of the Bank by which Executive
                  is
                  employed, or any affiliate that directly or indirectly owns or
                  controls
                  any affiliate by which Executive is employed, to obtain the assumption
                  in
                  writing of the Bank’s obligation to perform this Agreement by any
                  successor to all or substantially all of the assets of the Bank
                  or such
                  affiliate within thirty (30) days after a reorganization, merger,
                  consolidation, sale or other disposition of assets of the Bank
                  or such
                  affiliate.

              


      

       

      b.      
 For
        purposes of this Agreement, a “Change in Control” shall be deemed to occur on
        the earliest of any of the following events: 

      


      i.     Merger:
        The
        Company merges into or consolidates with another corporation, or merges another
        corporation into the Company, and as a result less than a majority of the
        combined voting power of the resulting corporation immediately after the
        merger
        or consolidation is held by persons who were stockholders of the Company
        immediately before the merger or consolidation.

      


      ii.     Acquisition
        of Significant Share Ownership:
        There
        is filed, or is required to be filed, a report on Schedule 13D or another
        form
        or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d)
        of
        the Securities Exchange


      
        
           

        

        
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       Act
        of 1934, if the schedule discloses that the filing person or persons acting
        in
        concert has or have become the beneficial owner of 25% or more of a class
        of the
        Company’s voting securities, but this clause (b) shall not apply to beneficial
        ownership of Company voting shares held in a fiduciary capacity by an entity
        of
        which the Company directly or indirectly beneficially owns 50% or more of
        its
        outstanding voting securities.

      


      iii.     Change
        in Board Composition:
        During
        any period of two consecutive years, individuals who constitute the Company’s
        Board of Directors at the beginning of the two-year period cease for any
        reason
        to constitute at least a majority of the Company’s Board of Directors; provided,
        however, that for purposes of this clause (iii), each director who is first
        elected by the board (or first nominated by the board for election by the
        stockholders) by a vote of at least two-thirds (2/3) of the directors who
        were
        directors at the beginning of the two-year period shall be deemed to have
        also
        been a director at the beginning of such period; or

      


      iv.     Sale
        of
        Assets:
        The
        Company sells to a third party all or substantially all of its
        assets.

      


      Notwithstanding
        anything in this Agreement to the contrary, in no event shall the reorganization
        of the Bank from the mutual holding company form of organization to the full
        stock holding company form of organization (including the elimination of
        the
        mutual holding company) constitute a “Change in Control” for purposes of this
        Agreement.

      


      c.     Executive
        shall not have the right to receive termination benefits pursuant to Section
        3
        hereof upon termination for “Cause.” Termination for Cause shall mean
        termination of employment because of Executive’s personal dishonesty,
        incompetence, willful misconduct, any breach of fiduciary duty involving
        personal profit, intentional failure to perform stated duties, willful violation
        of any law, rule, regulation (other than traffic violations or similar
        offenses), final cease and desist order, or any material breach of any provision
        of this Agreement. Notwithstanding the foregoing, Executive shall not be
        deemed
        to have been terminated for Cause unless and until there shall have been
        delivered to him a copy of a resolution duly adopted by the affirmative vote
        of
        a majority of the entire membership of the Board of Directors at a meeting
        of
        the Board of Directors called and held for that purpose (after reasonable
        notice
        to Executive and an opportunity for him, together with counsel, to be heard
        before the Board of Directors), finding that, in the good faith opinion of
        the
        Board of Directors, Executive was guilty of conduct justifying termination
        for
        Cause and specifying the particulars thereof in detail. Executive shall not
        have
        the right to receive compensation or other benefits for any period after
        termination for Cause. During the period beginning on the date of the Notice
        of
        Termination for Cause pursuant to Section 4 hereof through the Date of
        Termination (as defined in Section 4), stock options granted to Executive
        under
        any stock option plan shall not be exercisable nor shall any unvested stock
        awards granted to Executive under any stock benefit plan of the Bank, the
        Company or any 


      
        
           

        

        
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      subsidiary
        or affiliate thereof, vest. At the Date of Termination, such stock options
        and
        any such unvested stock awards shall become null and void and shall not be
        exercisable by or delivered to Executive at any time subsequent to such
        termination for Cause.

      


      
        	
                3.

              	
                Termination
                  Benefits.

              


      

      


      a.     If
        Executive’s employment is voluntarily (in accordance with Section 2a. of this
        Agreement) or involuntarily terminated within three (3) years
        of
        a Change in Control, Executive shall receive:

      


      
        	 	
                i.

              	
                a
                  lump sum cash payment equal to three (3) times the Executive’s “base
                  amount,” within the meaning of Section 280G(b)(3) of the Internal Revenue
                  Code of 1986, as amended (the “Code”). Such payment shall be made not
                  later than five (5) days following Executive’s termination of employment
                  under this Section 3.

              


      

      


      
        	 	
                ii.

              	
                Continued
                  benefit coverage under all Bank health and welfare plans (as defined
                  in
                  accordance with Section (3)(1) of the Employee Retirement Income
                  Security
                  Act of 1974 (“ERISA”), 29 U.S.C. Sec. 1002(1), and applicable regulations
                  thereunder) which Executive participated in as of the date of the
                  Change
                  in Control (collectively, the “Employee Benefit Plans”) for a period of
                  thirty-six (36) months
                  following Executive’s termination of employment. Said coverage shall be
                  provided under the same terms and conditions in effect on the date
                  of
                  Executive’s termination of employment. Solely for purposes of benefits
                  continuation under the Employee Benefit Plans, Executive shall
                  be deemed
                  to be an active employee. To the extent that benefits required
                  under this
                  Section 3a. cannot be provided under the terms of any Employee
                  Benefit
                  Plan, the Bank shall enter into alternative arrangements that will
                  provide
                  Executive with comparable benefits.

              


      

      


      b.     Notwithstanding
        the preceding provisions of this Section 3, in no event shall the aggregate
        payments or benefits to be made or afforded to Executive under said paragraphs
        (the “Termination Benefits”) constitute an “excess parachute payment” under
        Section 280G of the Code or any successor thereto, and to avoid such a result,
        Termination Benefits will be reduced, if necessary, to an amount (the
“Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an
        amount equal to three (3) times Executive’s “base amount,” as determined in
        accordance with said Section 280G. The allocation of the reduction required
        hereby among the Termination Benefits provided by this Section 3 shall be
        determined by Executive.

       

      
        	
                4.

              	
                Notice
                  of Termination.

              


      

      


      a.     Any
        purported termination by the Bank or by Executive shall be communicated by
        Notice of Termination to the other party hereto. For purposes of this Agreement,
        a “Notice of Termination” shall mean a written notice which shall indicate the
        specific termination provision in this Agreement relied upon and shall set
        forth
        in detail the facts and circumstances claimed to


      
        
           

        

        
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      provide
        a
        basis for termination of Executive’s employment under the provision so
        indicated.

      


      b.     “Date
        of
        Termination” shall mean the date specified in the Notice of Termination (which,
        in the case of a termination for Cause, shall not be less than thirty (30)
        days
        from the date such Notice of Termination is given).

      


      
        	
                5.

              	
                Source
                  of Payments.

              


      

      


      All
        payments provided in this Agreement shall be timely paid in cash or check
        from
        the general funds of the Bank. The Company, however, unconditionally guarantees
        payment and provision of all amounts and benefits due hereunder to Executive
        and, if such amounts and benefits due from the Bank are not timely paid or
        provided by the Bank, such amounts and benefits shall be paid or provided
        by the
        Company. 

      


      6.     Effect
        on Prior Agreements and Existing Benefit Plans.

      


      This
        Agreement contains the entire understanding between the parties hereto and
        supersedes any prior agreement between the Bank and Executive, except that
        this
        Agreement shall not affect or operate to reduce any benefit or compensation
        inuring to Executive of a kind elsewhere provided. No provision of this
        Agreement shall be interpreted to mean that Executive is subject to receiving
        fewer benefits than those available to him without reference to this Agreement.
        Nothing in this Agreement shall confer upon Executive the right to continue
        in
        the employ of the Bank or shall impose on the Bank any obligation to employ
        or
        retain Executive in its employ for any period.

      


      7.     No
        Attachment.

      


      a.     Except
        as
        required by law, no right to receive payments under this Agreement shall
        be
        subject to anticipation, commutation, alienation, sale, assignment, encumbrance,
        charge, pledge, or hypothecation or to execution, attachment, levy or similar
        process or assignment by operation of law, and any attempt, voluntary or
        involuntary, to affect any such action shall be null, void and of no
        effect.

      


      b.     This
        Agreement shall be binding upon, and inure to the benefit of, Executive,
        the
        Bank and their respective successors and assigns.

      


      8.     Modification
        and Waiver.

      


      a.     This
        Agreement may not be modified or amended except by an instrument in writing
        signed by the parties hereto.

      


      b.     No
        term
        or condition of this Agreement shall be deemed to have been waived, nor shall
        there be any estoppel against the enforcement of any provision of this
        Agreement, except by written instrument of the party charged with such waiver
        or
        estoppel. No such written waiver shall be deemed a continuing waiver unless
        specifically stated therein, and each such waiver shall operate only as to
        the
        specific term or condition waived and shall not constitute a waiver of



      
        
           

        

        
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      such
        term
        or condition for the future or as to any act other than that specifically
        waived.

      


      9.     Severability.

      


      If,
        for
        any reason, any provision of this Agreement, or any part of any provision,
        is
        held invalid, such invalidity shall not affect any other provision of this
        Agreement or any part of such provision not held so invalid, and each such
        other
        provision and part thereof shall to the full extent consistent with law continue
        in full force and effect.

      


      
        	
                10.

              	
                Headings
                  for Reference Only.

              


      

      


      The
        headings of sections and paragraphs herein are included solely for convenience
        of reference and shall not control the meaning or interpretation of any of
        the
        provisions of this Agreement. In addition, references herein to the masculine
        shall apply to both the masculine and the feminine.

      


      
        	
                11.

              	
                Governing
                  Law.

              


      

      


      Except
        to
        the extent preempted by federal law, the validity, interpretation, performance,
        and enforcement of this Agreement shall be governed by the laws of the State
        of
        Connecticut, without regard to principles of conflicts of law of that State.
        

      


      
        	
                12.

              	
                Arbitration.

              


      

      


      Any
        dispute or controversy arising under or in connection with this Agreement
        shall
        be settled exclusively by arbitration, conducted before a panel of three
        arbitrators sitting in a location selected by Executive within fifty (50)
        miles
        from the location of the Bank, in accordance with the rules of the American
        Arbitration Association then in effect. Judgment may be entered on the
        arbitrator’s award in any court having jurisdiction; provided, however, that
        Executive shall be entitled to seek specific performance of his right to
        be paid
        until the Date of Termination during the pendency of any dispute or controversy
        arising under or in connection with this Agreement.

      


      
        	
                13.

              	
                Payment
                  of Legal Fees.

              


      

      


      All
        reasonable legal fees and expenses paid or incurred by Executive pursuant
        to any
        dispute or question of interpretation relating to this Agreement shall be
        paid
        or reimbursed by the Bank, only if Executive is successful pursuant to a
        legal
        judgment, arbitration or settlement.

      


      14.          
        Indemnification.

      


      The
        Company or the Bank shall provide Executive (including his heirs, executors
        and
        administrators) with coverage under a standard directors’ and officers’
liability insurance policy at its expense and shall indemnify Executive (and
        his
        heirs, executors and administrators) to the fullest extent permitted under
        applicable law against all expenses and liabilities reasonably incurred by
        him
        in connection with or arising out of any action, suit or proceeding in which
        he



      
        
           

        

        
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      may
        be
        involved by reason of his having been a director or officer of the Company
        or
        the Bank (whether or not he continues to be a director or officer at the
        time of
        incurring such expenses or liabilities), such expenses and liabilities to
        include, but not be limited to, judgments, court costs, attorneys’ fees and the
        costs of reasonable settlements.

      


      15.         
         Successors
        to the Bank and the Company.

      


      The
        Bank
        and the Company shall require any successor or assignee, whether direct or
        indirect, by purchase, merger, consolidation or otherwise, to all or
        substantially all of the business or assets of the Bank or the Company,
        expressly and unconditionally to assume and agree to perform the Bank’s and the
        Company’s obligations under this Agreement, in the same manner and to the same
        extent that the Bank and the Company would be required to perform if no such
        succession or assignment had taken place.

      


      


      
        
           

        

        
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      SIGNATURES

      


      IN
        WITNESS WHEREOF, Naugatuck Valley Savings and Loan and Naugatuck Valley
        Financial Corporation have caused this Agreement to be executed and their
        seals
        to be affixed hereunto by their duly authorized officers, and Executive has
        signed this Agreement, on the 30th day of September, 2004.

      


      


      
        	
                ATTEST:

              	 	
                NAUGATUCK
                  VALLEY SAVINGS AND LOAN

              
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                /s/
                  Bernadette A. Mole

              	 	
                By:

              	
                /s/
                  John C. Roman

              
	
                Corporate
                  Secretary

              	 	 	
                For
                  the Entire Board of Directors

              
	 	 	 	 
	 	 	 	 
	
                ATTEST:

              	 	
                NAUGATUCK
                  VALLEY FINANCIAL CORPORATION

              
	 	 	
                (Guarantor)

              
	 	 	 	 
	
                /s/
                  Bernadette A. Mole

              	 	
                By:

              	
                /s/
                  John C. Roman

              
	
                Corporate
                  Secretary

              	 	 	
                For
                  the Entire Board of Directors

              
	 	 	 	 
	
                [SEAL]

              	 	 	 
	 	 	 	 
	 	 	 	 
	
                WITNESS:

              	 	
                EXECUTIVE

              
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                /s/
                  Bernadette A. Mole

              	 	
                /s/
                  William C. Nimons

              
	
                Corporate
                  Secretary

              	 	
                William
                  C. Nimons

              


      

      


      


      


      


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