Exhibit 10.19 Change in Control Agreement - Grant


    Exhibit
      10.19

    


    CHANGE
      IN CONTROL AGREEMENT

    


    This
      Change
      in Control Agreement
      (this
“Agreement”) is entered into as of this 20th
      day of
      December, 2005, by and between NewMil Bancorp, Inc., a Delaware corporation
      (hereafter “NewMil Bancorp”), and Thomas W. Grant III, Senior Vice President of
      NewMil Bank (the “Executive”).

    


    Whereas,
      the
      Executive is employed by NewMil Bank, a Connecticut-chartered, FDIC-insured
      savings bank and subsidiary of NewMil Bancorp, and the Executive has made and
      is
      expected to continue to make major contributions to the profitability, growth,
      and financial strength of NewMil Bancorp and its subsidiaries,

    


    Whereas,
      NewMil
      Bancorp desires to provide additional inducement for the Executive to continue
      to remain in the ongoing employ of NewMil Bancorp and subsidiary, and NewMil
      Bancorp desires to assure itself of the current and future continuity of
      management and establish minimum severance benefits for certain of its officers,
      including the Executive, if a Change in Control occurs,

    


    Whereas,
      NewMil
      Bancorp wishes to ensure that officers and other key employees are not
      practically disabled from discharging their duties if a proposed or actual
      transaction involving a Change in Control arises,

    


    Whereas,
      none of
      the conditions or events included in the definition of the term “golden
      parachute payment” that is set forth in section 18(k)(4)(A)(ii) of the Federal
      Deposit Insurance Act [12 U.S.C. 1828(k)(4)(A)(ii)] and in Federal Deposit
      Insurance Corporation Rule 359.1(f)(1)(ii) [12 CFR 359.1(f)(1)(ii)] exists
      or,
      to the best knowledge of NewMil Bancorp, is contemplated insofar as either
      of
      NewMil Bancorp or any of its subsidiaries is concerned, and

    


    Whereas,
      the
      Executive and NewMil Bancorp are parties to a Change in Control Agreement dated
      as of January 2, 2002, but the Executive and NewMil Bancorp intend that this
      Agreement supersede and replace the previous agreement in its
      entirety.

    


    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. Change
      in Control Combined with Employment Termination.
      (a)
Termination
      of Executive within two years after a Change in Control.
      If a
      Change in Control occurs during the term of this Agreement and if either of
      the
      following occurs, the Executive shall be entitled to severance benefits
      specified in Section 2 of this Agreement -

    


    
      	 	
              1)

            	
              Termination
                by NewMil Bancorp or Subsidiary:
                the Executive’s employment with NewMil Bancorp or its Subsidiaries is
                involuntarily terminated within two years after a Change in Control,
                except for termination under Section 4 of this Agreement. For purposes
                of
                this Agreement, “Subsidiary” means an entity in which NewMil Bancorp
                directly or indirectly beneficially owns 50% or more of the outstanding
                voting securities, or

            


    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	 	
              2)

            	
              Termination
                by the Executive for Good Reason:
                the Executive terminates employment with NewMil Bancorp or Subsidiaries
                for Good Reason (as defined in Section 3) within two years after
                a Change
                in Control.

            


    

    


    If
      the
      Executive’s employment terminates after discussions with a third party regarding
      a Change in Control commence, and if those discussions ultimately conclude
      with
      a Change in Control, then for purposes of this Agreement termination of the
      Executive’s employment shall be deemed to have occurred after the Change in
      Control.

    


    (b) Definition
      of Change in Control.
      For
      purposes of this Agreement, “Change in Control” means -

    


    
      	 	
              1)

            	
              Merger:
                NewMil Bancorp merges into or consolidates with another corporation,
                or
                merges another corporation into NewMil Bancorp, and as a result less
                than
                50% of the combined voting power of the resulting corporation immediately
                after the merger or consolidation is held by persons who were the
                holders
                of NewMil Bancorp’s voting securities immediately before the merger or
                consolidation. For purposes of this Agreement, the term person means
                an
                individual, corporation, partnership, trust, association, joint venture,
                pool, syndicate, sole proprietorship, unincorporated organization
                or other
                entity, or

            


    

    


    
      	 	
              2)

            	
              Acquisition
                of Significant Share Ownership:
                a
                report on Schedule 13D, Schedule TO, or another form or schedule
                (other
                than Schedule 13G), is filed or is required to be filed 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 NewMil Bancorp’s
                voting securities (but this clause (2) shall not apply to beneficial
                ownership of voting shares held by a Subsidiary in a fiduciary capacity),
                or

            


    

    


    
      	 	
              3)

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

            


    

    


    
      	 	
              4)

            	
              Sale
                of Assets:
                NewMil Bancorp sells to a third party substantially all of NewMil
                Bancorp’s assets. For purposes of this Agreement, sale of substantially
                all of NewMil Bancorp’s assets includes sale of the shares or assets of
                NewMil Bank.

            


    

    


    2. Severance
      Benefits.
      (a)
Severance
      Benefits.
      The
      severance benefits to which the Executive is entitled under Section 1 are as
      follows -


    
      
         

      

      
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              1)

            	
              Lump
                Sum Payment:
                NewMil Bancorp shall make a lump sum payment to the Executive in
                an amount
                in cash equal to 1.0 times the Executive’s annual compensation. For
                purposes of this Agreement, annual compensation means (a) the Executive’s
                annual base salary on the date of the Change in Control or the Executive’s
                termination of employment, whichever amount is greater, plus (b)
                any
                bonuses or incentive compensation earned for the calendar year immediately
                before the year in which the Change in Control occurred or immediately
                before the year in which termination of employment occurred, whichever
                amount is greater, regardless of when the bonus or incentive compensation
                is or was paid. NewMil Bancorp recognizes that the bonus and incentive
                compensation earned by the Executive for a particular year’s service might
                be paid in the year after the calendar year in which the bonus or
                incentive compensation is earned. The amount payable to the Executive
                hereunder shall not be reduced to account for the time value of money
                or
                discounted to present value. The payment required under this Section
                2(a)(1) is payable no later than 5 business days after the date the
                Executive’s employment terminates. If the Executive terminates employment
                for Good Reason, the date of termination shall be the date specified
                by
                the Executive in the notice of
                termination.

            


    

    


    
      	 	
              2)

            	
              Benefit
                Plans:
                NewMil Bancorp shall cause the Executive to become fully vested in
                any
                qualified and non-qualified plans, programs or arrangements in which
                the
                Executive participated if the plan, program, or arrangement does
                not
                address the effect of a change in control. NewMil Bancorp also shall
                contribute or cause a Subsidiary to contribute to the Executive’s 401(k)
                plan account, if any, the matching and profit-sharing contributions,
                if
                any, that the Executive is entitled to based upon all W-2 income
                earned
                for the plan year.

            


    

    


    (b) No
      mitigation required.
      NewMil
      Bancorp hereby acknowledges that it will be difficult and could be impossible
      (1) for the Executive to find reasonably comparable employment, and (2) to
      measure the amount of damages the Executive suffers as a result of employment
      termination. Additionally, NewMil Bancorp acknowledges that its general
      severance pay plans do not provide for mitigation, offset or reduction of any
      severance payment received thereunder. NewMil Bancorp further acknowledges
      that
      the payment of severance and termination benefits by NewMil Bancorp under this
      Agreement is reasonable and will be liquidated damages, and the Executive shall
      not be required to mitigate the amount of any payment provided for in this
      Agreement by seeking other employment or otherwise, nor will any profits,
      income, earnings or other benefits from any source whatsoever create any
      mitigation, offset, reduction or any other obligation on the part of the
      Executive hereunder or otherwise.

    


    3. Good
      Reason.
      For
      purposes of this Agreement, “Good Reason” means the occurrence of any of the
      following events or conditions without the Executive’s express written consent
      -

    


    (a) Reduced
      base salary:
      involuntary reduction of the Executive’s base salary, or

    


    (b) Participation
      in benefit plans reduced or terminated:
      reduction of the Executive’s bonus, incentive, or other compensation award
      opportunities under NewMil Bancorp’s or Subsidiaries’ benefit plans, unless a
      company-wide reduction of all officers’ award opportunities occurs
      simultaneously, or termination of the Executive’s participation in any officer
      or employee benefit plan maintained by NewMil Bancorp or Subsidiaries, unless
      the plan is terminated because of changes in law or loss of tax deductibility
      to
      NewMil Bancorp or Subsidiaries for contributions to the plan, or unless the
      plan
      is terminated as a matter of policy applied equally to all participants in
      the
      plan, or


    
      
         

      

      
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    (c) Reduced
      responsibilities or status:
      assignment to the Executive of duties or responsibilities that are materially
      inconsistent with the Executive’s duties and responsibilities immediately before
      the Change in Control; any other action by NewMil Bancorp or its successor
      that
      results in a material reduction or material adverse change in the Executive’s
      position, authority, duties or responsibilities; failure to nominate the
      Executive as a director of NewMil Bancorp if the Executive shall have been
      a
      director immediately before the Change in Control; or failure to elect or
      reelect the Executive or cause the Executive to be elected or reelected to
      the
      board of directors of NewMil Bank if the Executive shall have been a director
      immediately before the Change in Control, or

    


    (d) Failure
      to obtain assumption agreement:
      failure
      to obtain an assumption of NewMil Bancorp’s obligations under this Agreement by
      any successor to NewMil Bancorp, regardless of whether succession is a result
      of
      a merger, consolidation, sale of assets, or other form of reorganization,
      or

    


    (e) Material
      breach:
      a
      material breach of this Agreement by NewMil Bancorp that is not corrected within
      a reasonable time, or

    


    (f) Relocation
      of the Executive:
      relocation of NewMil Bancorp’s principal executive offices, or requiring the
      Executive to change the Executive’s principal work location, to any location
      that is more than 15 miles from the location of NewMil Bancorp’s principal
      executive offices on the date of the Change in Control.

    


    4. Termination
      for Which No Severance Benefits Are Payable.
      Anything in this Agreement to the contrary notwithstanding, under no
      circumstance shall the Executive be entitled to severance benefits if employment
      termination is for Cause. For purposes of this Agreement, “Cause” means the
      Executive shall have committed any of the following acts -

    


    (a) Fraud,
      embezzlement, theft or other crime:
      an act
      of fraud, embezzlement, or theft, commission of a felony, or commission of
      a
      misdemeanor involving moral turpitude, or

    


    (b) Damage
      to property:
      intentional wrongful damage to the business or property of NewMil Bancorp or
      Subsidiaries that in NewMil Bancorp’s sole judgment causes material harm to
      NewMil Bancorp or Subsidiaries, or

    


    (c) Negligence
      and other actions:
      gross
      negligence, insubordination, disloyalty, or dishonesty in the performance of
      the
      Executive’s duties as an officer of NewMil Bancorp or Subsidiaries,
      or

    


    (d) Violation
      of law or policy:
      intentional violation of any law or significant policy of NewMil Bancorp or
      Subsidiaries committed in connection with the Executive’s employment that, in
      NewMil Bancorp’s sole judgment, has an adverse effect on NewMil Bancorp or
      Subsidiaries, or

    


    (e) Removal:
      removal
      of the Executive from office or permanent prohibition from participating in
      NewMil Bank’s affairs by an order issued under section 8(e)(4) or (g)(1) of the
      Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(1),
      or


    
      
         

      

      
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    (f) Disclosure
      of trade secrets:
      intentional wrongful disclosure of secret processes or confidential information
      of NewMil Bancorp or a Subsidiary that in NewMil Bancorp’s sole judgment causes
      material harm to NewMil Bancorp or the Subsidiary, or

    


    (g) Termination
      for cause under an employment agreement:
      any
      actions that have caused the Executive to be terminated for cause under any
      employment agreement existing on the date hereof or hereafter entered into
      between the Executive and NewMil Bancorp or a Subsidiary.

    


    For
      purposes of this Agreement, no act or failure to act on the part of the
      Executive shall be deemed to have been intentional if it was due primarily
      to an
      error in judgment or negligence. An act or failure to act on the Executive’s
      part shall be considered intentional if it is not in good faith and if it is
      without a reasonable belief that the action or failure to act is in the best
      interests of NewMil Bancorp or a Subsidiary.

    


    5. Term
      of Agreement.
      The
      initial term of this Agreement shall be for a period of three years, commencing
      December 20, 2005. On the first anniversary of the effective date of this
      Agreement, and on each anniversary thereafter, this Agreement shall be extended
      automatically for one additional year unless NewMil Bancorp’s board of directors
      gives notice to the Executive in writing at least 90 days before the anniversary
      that the term of this Agreement will not be extended. If the board of directors
      determines not to extend the term, it shall promptly notify the Executive.
      References herein to the term of this Agreement mean the initial term and
      extensions of the initial term. If the board of directors decides not to extend
      the term of this Agreement, this Agreement shall nevertheless remain in force
      until its term expires. The board’s decision not to extend the term of this
      Agreement shall not - by itself - give the Executive any rights under this
      Agreement to claim an adverse change in position, compensation, or circumstances
      or otherwise to claim entitlement to severance benefits under this
      Agreement.

    


    6. This
      Agreement Is Not an Employment Contract.
      The
      parties hereto acknowledge and agree that (a) this Agreement is not a management
      or employment agreement and (b) nothing in this Agreement shall give the
      Executive any rights or impose any obligations to continued employment by NewMil
      Bancorp or any Subsidiary or successor of NewMil Bancorp, nor shall it give
      NewMil Bancorp any rights or impose any obligations for the continued
      performance of duties by the Executive for NewMil Bancorp or any Subsidiary
      or
      successor of NewMil Bancorp.

    


    7. Taxes.
      NewMil
      Bancorp may withhold from any benefits payable under this Agreement all Federal,
      state, local or other taxes as may be required by law, governmental regulation
      or ruling. NewMil Bancorp and the Executive intend that their exercise of
      authority or discretion under this Change in Control Agreement shall comply
      with
      section 409A of the Internal Revenue Code of 1986 and Treasury Department
      regulations and guidance of general application issued thereunder. To ensure
      that the Executive is not subject to interest and penalties that may be imposed
      under section 409A, NewMil Bancorp and the Executive agree to amend this Change
      in Control Agreement as necessary to avoid application of interest and penalties
      imposed under section 409A and the regulations and guidance of general
      application issued thereunder. If any provision of this Change in Control
      Agreement does not satisfy the requirements of section 409A or the regulations
      and guidance of general application issued thereunder, such provision shall
      be
      applied in a manner consistent with those requirements, notwithstanding any
      provision of this Change in Control Agreement.


    
      
         

      

      
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    8. Successors
      and Assigns.
      (a)
This
      Agreement is binding on NewMil Bancorp’s successors.
      This
      Agreement shall be binding upon NewMil Bancorp and any successor to NewMil
      Bancorp, including any persons acquiring directly or indirectly all or
      substantially all of the business or assets of NewMil Bancorp by purchase,
      merger, consolidation, reorganization, or otherwise. Any such successor shall
      thereafter be deemed to be “NewMil Bancorp” for purposes of this Agreement. But
      this Agreement and NewMil Bancorp’s obligations under this Agreement are not
      otherwise assignable, transferable, or delegable by NewMil Bancorp. By agreement
      in form and substance satisfactory to the Executive, NewMil Bancorp shall
      require any successor to all or substantially all of the business or assets
      of
      NewMil Bancorp expressly to assume and agree to perform this Agreement in the
      same manner and to the same extent NewMil Bancorp would be required to perform
      if no such succession had occurred.

    


    (b) This
      Agreement is enforceable by the Executive and the Executive’s
      heirs.
      This
      Agreement will inure to the benefit of and be enforceable by the Executive’s
      personal or legal representatives, executors, administrators, successors, heirs,
      distributes, and legatees.

    


    (c) This
      Agreement is personal in nature and is not assignable.
      This
      Agreement is personal in nature. Without written consent of the other party,
      neither party shall assign, transfer, or delegate this Agreement or any rights
      or obligations under this Agreement except as expressly provided in this Section
      8. Without limiting the generality or effect of the foregoing, the Executive’s
      right to receive payments hereunder is not assignable or transferable, whether
      by pledge, creation of a security interest, or otherwise, except for a transfer
      by Executive’s will or by the laws of descent and distribution. If the Executive
      attempts an assignment or transfer that is contrary to this Section 8, NewMil
      Bancorp shall have no liability to pay any amount to the assignee or
      transferee.

    


    9. Notices.
      All
      notices, requests, demands, and other communications hereunder shall be in
      writing and shall be deemed to have been duly given if delivered by hand or
      mailed, certified or registered mail, return receipt requested, with postage
      prepaid, to the following addresses or to such other address as either party
      may
      designate by like notice. Unless otherwise changed by notice, notice shall
      be
      properly addressed to the Executive if addressed to the address of the Executive
      on the books and records of NewMil Bancorp at the time of the delivery of such
      notice, and properly addressed to NewMil Bancorp if addressed to the Board
      of
      Directors, NewMil Bancorp, Inc., 19 Main Street, P.O. Box 600, New Milford,
      Connecticut 06776-0600.

    


    10. Captions
      and Counterparts.
      The
      headings and subheadings used in this Agreement are included solely for
      convenience and shall not affect the interpretation of this Agreement. 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 agreement.

    


    11. Amendments
      and Waivers.
      No
      provision of this Agreement may be modified, waived, or discharged unless such
      waiver, modification, or discharge is agreed to in a writing or writings signed
      by the Executive and by NewMil Bancorp. No waiver by either party hereto at
      any
      time of any breach by the other party hereto or compliance with any condition
      or
      provision of this Agreement to be performed by such other party will be deemed
      a
      waiver of similar or dissimilar provisions or conditions at the same time or
      at
      any other time.


    
      
         

      

      
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    12. Severability.
      The
      provisions of this Agreement are severable. The invalidity or unenforceability
      of any provision shall not affect the validity or enforceability of the other
      provisions of this Agreement. Any provision held to be invalid or unenforceable
      shall be reformed to the extent (and only to the extent) necessary to make
      it
      valid and enforceable.

    


    13. Governing
      Law.
      The
      validity, interpretation, construction and performance of this Agreement shall
      be governed by and construed in accordance with the substantive laws of the
      State of Connecticut, without giving effect to the principles of conflict of
      laws of such State.

    


    14. Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between NewMil Bancorp and the
      Executive concerning the subject matter. No rights are granted to the Executive
      under this Agreement other than those specifically set forth. No agreements
      or
      representations, oral or otherwise, expressed or implied concerning the subject
      matter hereof have been made by either party that are not set forth expressly
      in
      this Agreement. This Agreement supersedes in its entirety the Change in Control
      Agreement dated as of January 2, 2002 entered into by the Executive and NewMil
      Bancorp, as amended or supplemented. The January 2, 2002 Change in Control
      Agreement shall hereafter be void and of no force or effect.

    


    15. Payment
      of Legal Fees after a Change in Control Occurs.
      NewMil
      Bancorp is aware that after a Change in Control management could cause or
      attempt to cause NewMil Bancorp to refuse to comply with the obligations under
      this Agreement, or could institute or cause or attempt to cause NewMil Bancorp
      to institute litigation seeking to have this Agreement declared unenforceable,
      or could take or attempt to take other action to deny the Executive the benefits
      intended under this Agreement. In these circumstances the purpose of this
      Agreement would be frustrated. It is NewMil Bancorp’s intention that the
      Executive not be required to incur the expenses associated with the enforcement
      of the Executive’s rights under this Agreement, whether by litigation or other
      legal action, because the cost and expense thereof would substantially detract
      from the benefits intended to be granted to the Executive hereunder. It is
      NewMil Bancorp’s intention that the Executive not be forced to negotiate
      settlement of the Executive’s rights under this Agreement under threat of
      incurring expenses. Accordingly, if after a Change of Control occurs it appears
      to the Executive that (a) NewMil Bancorp has failed to comply with any of its
      obligations under this Agreement, or (b) NewMil Bancorp or any other person
      has
      taken any action to declare this Agreement void or unenforceable, or instituted
      any litigation or other legal action designed to deny, diminish, or to recover
      from the Executive the benefits intended to be provided to the Executive
      hereunder, NewMil Bancorp irrevocably authorizes the Executive from time to
      time
      to retain counsel of the Executive’s choice, at NewMil Bancorp’s expense as
      provided in this section 15, to represent the Executive in connection with
      the
      initiation or defense of any litigation or other legal action, whether by or
      against NewMil Bancorp or any director, officer, stockholder, or other person
      affiliated with NewMil Bancorp, in any jurisdiction. Notwithstanding any
      existing or previous attorney-client relationship between NewMil Bancorp and
      any
      counsel chosen by the Executive under this section 15, NewMil Bancorp
      irrevocably consents to the Executive entering into an attorney-client
      relationship with that counsel, and NewMil Bancorp and the Executive agree
      that
      a confidential relationship shall exist between the Executive and that counsel.
      The fees and expenses of counsel selected from time to time by the Executive
      as
      provided in this section shall be paid or reimbursed to the Executive by NewMil
      Bancorp on a regular, periodic basis upon presentation by the Executive of
      a
      statement or statements prepared by such counsel in accordance with such
      counsel’s customary practices, up to a maximum aggregate amount of $50,000,
      whether suit be brought or not, and whether or not incurred in trial,
      bankruptcy, or appellate proceedings. 

    
      
         

      

      
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    NewMil
      Bancorp’s obligation to pay the Executive’s legal fees provided by this section
      15 operates separately from and in addition to any legal fee reimbursement
      obligation NewMil Bancorp may have with the Executive under any separate
      severance, employment, salary continuation, or other agreement. Anything in
      this
      section 15 to the contrary notwithstanding however, NewMil Bancorp shall not
      be
      required to pay or reimburse the Executive’s legal expenses if doing so would
      violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)]
      and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR
      359.3].

    


    In
      Witness Whereof,
      the
      parties have executed this Change in Control Agreement as of the date first
      written above.

    


    
      	
              Executive

            	
              NewMil
                Bancorp, Inc.

            
	 	 
	
              /s/
                Thomas W. Grant III

            	
              By:  
                /s/
                Francis J. Wiatr

            
	
              Thomas
                W. Grant III

            	
              Francis
                J. Wiatr

            
	
              Senior
                Vice President

            	
              Its:  
                Chairman, President and Chief 

            
	 	
              Executive
                Officer

            


    

     

    County
      of
      Litchfield )

    )
      ss:

    State
      of
      Connecticut )

    


    Before
      me
      this 20th
      day of
      December, 2005, personally appeared the above named Francis J. Wiatr and Thomas
      W. Grant III, who acknowledged that they did sign the foregoing instrument
      and
      that the same was their free act and deed.

    


    
      	 	
              ________________________________

            
	
              (Notary
                Seal)

            	
              Notary
                Public

            
	 	
              My
                Commission Expires:

            


    

     

     

    
      
         

      

      
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