Exhibit








EXHIBIT 10.20
SAVINGS INSTITUTE BANK AND TRUST COMPANY ONE-YEAR CHANGE IN CONTROL AGREEMENT


THIS AGREEMENT is entered into as of March 25, 2015, by and between the Savings Institute Bank and Trust Company (the “Bank"), Gerald D. Coia (the "Executive") and SI Financial Group, Inc. (the “Company"'), a Maryland corporation and the holding company of the Bank, as guarantor (the "'Agreement").


WHEREAS, the Bank continues to recognize 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.


NOW THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows.


1.    Term of Agreement.


(a)  The term of this Agreement shall expire on December 31, 2016, unless otherwise extended as noted under Section 1(b) of this Agreement.


(b)    Commencing on or before the first anniversary date of this Agreement, the Compensation Committee of the Bank shall consult with the Chief Executive Officer of the Bank for purposes of determining whether to extend the term of the Agreement beyond the expiration date set forth in Section 1(a) of this Agreement or as extended under this Section l{b) of this Agreement.


(c)   Notwithstanding anything in this Section 1 to the contrary, this Agreement shall terminate if Executive or the Bank terminates Executive's employment prior to a Change in Control (as defined in this Agreement).


2.     Change in Control.


(a)     Upon the occurrence of a Change in Control of 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 Just 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  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   change   in   status,   title, authority,  duties  or  responsibilities  or any other  action  that results  in a material      diminution  in such  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 thereof given by the Executive;


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


(iii)    the relocation of the 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   the    Executive's    overall compensation  and  benefits  package, unless  such  changes  to the compensation  and  benefits  package  are  made  on  a  non-discriminatory basis to 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 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 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.


(c)       Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon termination for Just Cause. The term “Just Cause" shall mean termination 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 Just 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 Just 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 Just Cause.  During the period beginning on the date of the Notice of Termination for Just Cause pursuant to Section 4 hereof through the Date of Termination, 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 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 Just Cause.


3.     Termination Benefits.


(a)       If Executive's employment is voluntarily (in accordance with Section 2(a) of this Agreement) or involuntarily terminated within one (1) year of a Change in Control. Executive shall receive:


(i)        a lump sum cash payment equal to one (1) times his annual base salary as of his termination date. 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 which Executive participated in as of the date of the Change in Control (collectively, the "Employee Benefit Plans") for a period of twelve (12) 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 3(a) 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.


3.         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 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 Just Cause, shall not be less than thirty (30) days from the date such Notice of Termination is given).













4.         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 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 Jaw 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  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 may be involved by reason of him 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 cost 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.




16.      Required Provisions.


In the event this Section is in conflict with the terms of this Agreement, this Section 16 shall prevail.


(a)        Any payments made pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C  §1828(k) and FDIC regulation 12 C.F.R.  Part 359, Golden Parachute and Indemnification Payments.













17.       Section 409A of the Code.


(a)        This Agreement is intended to comply with the requirements of Section 409A of the Code, and specifically, with the “short-term deferral exception"  under Treasury  Regulation Section 1.409A-1(b)(4)  and the “separation  pay exception" under Treasury  Regulation  Section l.409A-l(b)(9)(iii), and shall in all respects be administered in accordance with Section 409A of the Code.  If any payment or benefit hereunder cannot be provided or made at the time specified herein  without  incurring sanctions  on  Executive  under Section  409A  of  the Code, then  such payment or benefit shall be provided in full at the earliest  time thereafter when such sanctions will not be imposed.  For purposes of Section 409A of the Code, all payments to be made upon a termination of employment under this Agreement may only be made upon a "separation from service” (within the meaning of such term under Section 409A of the Code), each payment made under this Agreement  shall be treated as a separate payment, the right to a series of installment payments  under  this  Agreement  (if any)  is to  be treated  as  a  right  to a  series  of  separate payments, and if a payment is not made by the designated  payment date under this Agreement the payment shall be made by December 31 of the calendar  year in which the designated  date occurs.   To the extent that any payment provided for hereunder would be subject to additional tax under Section 409A of the Code, or would cause the administration of this Agreement to fait to satisfy the requirements of Section 409A of the Code, such provision shall be deemed null and void  to  the  extent  permitted  by applicable   law,  and  any  such  amount  shall  be  payable  in accordance with subparagraph (b) of this Agreement below.  In no event shall Executive, directly or indirectly, designate the calendar year of payment.


(b)       If  when  separation  from  service  occurs  Executive  is  a  "specified  employee" within  the  meaning  of  Section  409A  of the  Code,  and  if the cash  severance  payment  under Section  3(a)(i)  of this  Agreement  would  be considered  deferred  compensation  under Section 409A of the Code, and, finally, if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i)  of  the Code  is not available  (i.e., the “short-term  deferral  exception",  under Treasury  Regulations Section 1.409A-l(b)(4) or the “separation  pay exception” under Treasury Section  1.409A-l(b)(9)(iii)), the  Bank  or  the  Company  will  make  the  maximum severance payment  possible  in order  to comply  with an exception  from the six month  requirement  and make any remaining severance payment under Section 3(a)(i) of this Agreement to Executive in a single lump sum without interest on the first payroll date that occurs after the date that is six (6) months after the date on which Executive separates from service.


(c)       If (x)  under  the terms  of the applicable  policy  or policies  for the  insurance  or other  benefits  specified  in  Section  3(a)(ii)  of  this  Agreement  it  is  not  possible  to  continue coverage  for  Executive  and  his  dependents,  or  (y)  when  a  separation  from  service  occurs Executive is a "specified employee" within the meaning of Section 409A of the Code. and if any of  the  continued  insurance  coverage  or  other  benefits  specified   in  Section  3(a)(ii)  of  this Agreement  would be considered  deferred compensation  under Section  409A of the Code, and, finally, if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the Code is not available for  that particular  insurance  or other  benefit, the Bank or the Company shall pay to Executive in a single lump sum an amount in cash equal to the present value of the Bank's  projected cost to maintain that particular insurance  benefit had Executive's employment not  terminated.  The lump-sum  payment  shall  be  made  thirty  (30)  days  after  employment termination  or, if Section  17(b) of this Agreement applies, on the first payroll date that occurs after the date that is six (6) months after the date on which Executive separates from service.


(d)       References   in  this  Agreement  to  Section  409A  of  the  Code  include  rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Section 409A of the Code.



















SIGNATURES


IN  WITNESS WHEREOF,  Savings Institute  Bank and Trust Company  and SI Financial Group, Inc. have caused this Agreement to be executed and their seals to be affixed hereunto by  their duly authorized 
 office, and Executive has signed this Agreement, on April 8, 2015.        




ATTEST:                            SAVINGS INSTITUTE BANK AND
TRUST COMPANY


/s/  Laurie L. Gervais                             /s/  Henry P. Hinckley
Corporate Secretary                            For the Entire Board of Directors


ATTEST:                                 SI FINANCIAL GROUP, INC.
(Guarantor)


/s/  Laurie L. Gervais                             /s/  Henry P. Hinckley
Corporate Secretary                            For the Entire Board of Directors
                 
   (SEAL)    


WITNESS:                                EXECUTIVE


/s/  Laurie L. Gervais                             /s/  Gerald D. Coia
Corporate Secretary                            Gerald D. Coia