EX-10.7.1



 





Exhibit 10.7.1




FIRST AMENDMENT TO THE

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

FOR

JOSEPH F. JEAMEL, JR.




     THIS FIRST AMENDMENT to the Supplemental Executive Retirement Agreement by and between
Rockville Bank and Joseph F. Jeamel, Jr. (the “Executive”) dated January 27, 2004 (the “Agreement”)
shall become effective as of December 31, 2007.



     WHEREAS, Rockville Bank and the Executive entered into the Agreement on January 27, 2004; and



     WHEREAS, Rockville Bank, Rockville Financial, Inc. (collectively, the “Employer”) and the
Executive desire to amend the Agreement to comply with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), effective December 31, 2007 and in certain
other respects.



     NOW, THEREFORE, in consideration of the foregoing, the Employer and the Executive hereby agree
as follows:




	 	1.	 	Section 1.A. of the Agreement is amended to read in its entirety as follows:
	 
	 	 	 	“A. Retirement Benefit. The Executive shall be entitled to receive pursuant
to this Agreement an annual benefit of Twenty-Seven Thousand Six Hundred Thirty-Six
Dollars ($27,636) payable for twenty (20) years commencing on April 1, 2008 and
payable on the first day of April each year thereafter through April 1, 2027.”
	 
	 	2.	 	Section 1.B. of the Agreement is amended to read in its entirety as follows:
	 
	 	 	 	“B. Death Benefit. In the event of the Executive’s death while in the
employ of the Employer, the Executive’s beneficiary designated on Exhibit A attached
hereto in accordance with the provisions of this Section 1.B. (the “Beneficiary”)
shall be entitled to receive the Retirement Benefit that would otherwise have been
provided to the Executive pursuant to Section 1.A. above, payable at the same time
and in the same form as such Retirement Benefit would have been paid to the
Executive had he lived. In the event of the death of the Executive after the
commencement of payment of the Retirement Benefit provided pursuant to Section 1.A.
above, payment shall continue to be made to the Executive’s Beneficiary in the same
form and at the same time as such Retirement Benefit would have been paid to the
Executive had he lived in an amount equal to one hundred percent (100%) of the
annual benefit that the Executive was receiving at the time of death until such annual benefit shall have been paid to the
Executive and his Beneficiary for a total period of twenty (20) years. The
Executive shall 




 









 






	 	 	 	have the right, at any time, to designate Beneficiary(ies) (both
primary as well as contingent) to receive the death benefit payable under this
Section 1.B.. The Beneficiary designated under this Agreement may be the same as or
different from the beneficiary designated under any other plan of or agreement with
the Employer. The Executive shall designate his Beneficiary by completing and
signing the beneficiary designation form attached hereto as Exhibit A and returning
it to the Senior Vice President, Human Resources for the Employer. The Executive
shall have the right to change his Beneficiary by completing, signing and otherwise
complying with the terms of the beneficiary designation form attached hereto as
Exhibit A. Upon the acceptance by the Senior Vice President, Human Resources of the
Employer of a new beneficiary designation form, all Beneficiary designations
previously filed shall be canceled. The Employer shall be entitled to rely on the
last beneficiary designation form filed by the Executive and accepted by the Senior
Vice President, Human Resources of the Employer prior to the Executive’s death. In
the event of the death of the Executive without a designated Beneficiary, any
benefits remaining to be paid under this Agreement to the Executive shall be paid to
the Executive’s estate.”
	 
	 	3.	 	Section 2. of the Agreement is deleted in its entirety.
	 
	 	4.	 	Section 3. of the Agreement is amended to read in its entirety as follows:






“3. FORFEITURE UPON TERMINATION FOR CAUSE. Anything in this Agreement to
the contrary notwithstanding, if the Executive’s employment is terminated for
“Cause” prior to a “Change in Control”, as such terms are defined in the Executive’s
Employment Agreement with the Employer, the annual benefit payable in accordance
with Section 1. A. or Section 1.B. hereof shall be forfeited. If the Executive or
his Beneficiary has received any annual installments of the benefit payable in
accordance with Section 1. A. or Section 1.B. hereof and it is subsequently
determined that the Executive was terminated for Cause prior to a Change in Control,
then the installments previously paid shall be returned by the Executive or his
Beneficiary, as the case may be, to the Employer, and no further installments shall
be payable under this Agreement. The provisions of this Section 3 shall not apply
in the event that the Executive’s employment is terminated for Cause in connection
with a Change in Control, in which case the Executive’s benefit shall be payable as
otherwise provided in this Agreement.”



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	 	5.	 	Section 5. of the Agreement is amended to read in its entirety as follows:






“5. MISCELLANEOUS.




A. This Agreement may be amended at any time by mutual written agreement of the
parties hereto, but no amendment shall operate to give the Executive, either
directly or indirectly, any interest whatsoever in any funds or assets of the
Employer, except the right to receive the payments herein provided. Notwithstanding
the foregoing, no such amendment shall cause any payment that the Executive or his
Beneficiary is entitled to receive under this Agreement to become subject to an
income tax penalty under Section 409A of the Code.




B. This Agreement shall not supersede any contract of employment, whether oral or in
writing, between the Employer and the Executive, nor shall it affect or impair the
rights and obligations of the Employer and the Executive, respectively, thereunder.
Nothing contained herein shall impose any obligation on the Employer to continue the
employment of the Executive.




C. This Agreement shall be governed by and interpreted under the laws of the State
of Connecticut without giving effect to any conflict of laws provisions. Anything
in this Agreement to the contrary notwithstanding, the terms hereof shall be
interpreted and applied in a manner consistent with the requirements of Section 409A
of the Code and the Treasury Regulations thereunder and the Employer shall have no
right to make any payment hereunder except to the extent permitted under Section
409A of the Code. The Employer shall have no obligation, however, to reimburse the
Executive for any tax penalty or interest payable or provide a gross-up payment in
connection with any tax liability the Executive may incur under Section 409A of the
Code except that this provision shall not apply in the event of the Employer’s
negligence or willful disregard in interpreting the application of Section 409A of
the Code to the terms of this Agreement which negligence or willful disregard causes
the Executive to become subject to a tax penalty or interest payable under Section
409A of the Code, in which case the Employer will reimburse the Executive on an
after-tax basis for any such tax penalty or interest not later than the last day of
the taxable year next following the taxable year in which the Executive remits the
applicable taxes and interest. The amount of reimbursement during any one taxable
year shall not affect the amount eligible for reimbursement in any other taxable
year and any right to reimbursement shall not be subject to liquidation or exchange
for another benefit.




D. This Agreement shall be binding upon the successors of the Employer. The
Employer shall require any successor (whether direct or indirect, by purchase,
merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Employer to expressly assume and agree to perform the obligations of
the Employer under this Agreement in the same manner and to the same extent that the
Employer would have been required to perform such



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obligations if no such succession
had taken place and such assumption shall be an express condition to the
consummation of any such purchase, merger, consolidation or other transaction.




E. The Employer shall be responsible for the administration of this Agreement and
shall have the sole discretion to determine all questions arising in connection with
the Agreement, to interpret the provisions of the Agreement and to construe all of
its terms. All such actions of the Employer shall be conclusive and binding upon
the Executive, his Beneficiary and other persons. Claims for benefits under this
Agreement shall be decided in accordance with the claims procedures provisions set
forth in the Employer’s 401(k) Plan, which are incorporated herein by this
reference.




F. The Employer may withhold from any benefit payable under this Agreement an amount
sufficient to satisfy its tax withholding obligations.”


IN WITNESS WHEREOF, the Employer and the Executive have executed this First Amendment as of the day
and year first above written.




	 	 	 	 	 	 	 
	 	 	ROCKVILLE BANK
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Its	 	 
	 
	 	 	 	 	 	 
	 	 	ROCKVILLE FINANCIAL, Inc.
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Its	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Joseph F. Jeamel Jr.	 	 






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EXHIBIT A




BENEFICIARY DESIGNATION



Subject to the conditions and provisions of the Agreement and subject to the right reserved therein
to change the Beneficiary, the Beneficiary designation with respect to the Death Benefit which may
become payable under the Agreement shall be as follows:




	 	 	 	 	 
	Primary:
	 	 	 	 
	 

	 	 

Name
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Address	 	 
	 
	 	 	 	 
	First Contingent:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Address	 	 
	 
	 	 	 	 
	Second Contingent:
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Address	 	 





If, however, no Beneficiary hereinbefore designated is living at my death, any Death Benefit which
may become payable under the Agreement shall be payable to the executor or administrator of my
estate.




	 	 	 	 	 	 	 
	Signed at
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	(City and State)
	 	 	 	(Date)
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Joseph F. Jeamel Jr.	 	 	 	(Signature of Witness)
	 

	 	 	 	 	 	Print Name:







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