CHANGE IN CONTROL AGREEMENT BETWEEN WORONOCO & SUSAN L. DEFEO


  Exhibit 10.14
  WORONOCO SAVINGS BANK
 CHANGE IN CONTROL AGREEMENT
 
             This AGREEMENT is made effective as of March 19, 1999, by and among Woronoco Savings Bank (the “Institution” or the 
“Bank”), a Massachusetts-chartered savings bank, with its principal administrative office at 31 Court Street, Westfield, Massachusetts,  01086-0978,  Susan L. Defeo (“Executive”), and Woronoco Bancorp, Inc. (the
“Holding Company”), a corporation organized under the laws of the State of Delaware which is the holding company of the Institution.
               WHEREAS, the Institution recognizes the substantial contribution Executive has made to the Institution and wishes to protect Executive’s
position therewith for the period provided in this Agreement, and
               WHEREAS, Executive has agreed to serve in the employ
of the Institution.
               NOW, THEREFORE, in consideration of the contribution and responsibilities of Executive, and upon the
other terms and conditions hereinafter provided, the parties hereto agree as follows:
  1.                    TERM OF AGREEMENT.
              The term of this Change in Control Agreement (the “Agreement”) shall be deemed to have commenced as of the date first above written and
shall continue for a period of thirty-six (36) full calendar months thereafter.  Commencing on the first anniversary date of this Agreement and continuing at each anniversary date thereafter, the Board of Directors of the Institution
(“Board”) may extend the Agreement for an additional year.  The Board will review the Agreement and Executive’s performance annually for purposes of determining whether to extend the Agreement, and the results thereof shall be
included in the minutes of the Board’s meeting.
  2.                    CHANGE IN
CONTROL.
                (a)   Upon the occurrence of a Change in Control of the Institution or the Holding Company (as
herein defined) followed at any time during the term of this Agreement by the termination of Executive’s employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 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 any demotion, loss of title, office or significant authority, reduction in his annual
compensation or benefits, or relocation of his principal place of employment by more than 25 miles from its location immediately prior to the Change in Control; provided, however, the Executive may consent in writing to any such demotion, loss,
reduction or relocation. The effect of any written consent of the Executive under this Section 2 (a) shall be strictly limited to the terms specified in such written consent.
               (b)     For purposes of this Agreement, a “Change in Control” shall mean an event of a nature that: (I) would be
required to be reported in response to Item 1 (a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) results in a Change
in Control of the Bank or the Holding Company within the meaning of the Change in Bank Control Act and the Rules and Regulations promulgated by the Federal Deposit Insurance Corporation (“FDIC”) at 12 C.F.R. § 303.4(a) with respect to
the Bank and the Board of Governors of the Federal Reserve System (“FRB”) at 12 C.F.R. § 225.41(b) with respect to the Holding Company, as in effect on the date hereof; or (iii) results in a transaction requiring prior FRB approval
under the Bank Holding Company Act of 1956 and the regulations promulgated thereunder by the FRB at 12 C.F.R. § 225.11, as in effect on the date hereof except for the Holding Company’s acquisition of the Bank; or (iv) without limitation
such a Change in Control shall be deemed to have occurred at such time as (A) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Bank or the Holding Company representing 20% or more of the Bank’s or the Holding Company’s outstanding






   securities except for any securities of the Bank purchased by the Holding Company in connection with the conversion of the Bank to the stock form and any securities purchased by
any tax qualified employee benefit plan of the Bank; or (B) individuals who constitute the Board of Directors on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any
person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Holding Company’s stockholders
was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (B), considered as though he were a member of the Incumbent Board; or (C) a plan of reorganization, merger, consolidation, sale of
all or substantially all the assets of the Bank or the Holding Company or similar transaction occurs in which the Bank or Holding Company is not the resulting entity; or (D) solicitations of shareholders of the Holding Company, by someone other than
the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or Bank or similar transaction with one or more corporations as a result of which the outstanding
shares of the class of securities then subject to the plan or transaction are exchanged for or converted into cash or property or securities not issued by the Bank or the Holding Company shall be distributed; or (E) a tender offer is made for 20% or
more of the voting securities of the Bank or the Holding Company.
               (c)        
Executive shall not receive termination benefits pursuant to Section 3 hereof upon Termination for Cause.  The term “Termination for Cause” shall mean termination because of Executive’s personal dishonesty, willful misconduct,
any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order or 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 Notice of Termination which shall include a copy of a
resolution duly adopted by the affirmative vote of not less than a majority of the members of the Board at a meeting of the Board 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), finding that in the good faith opinion of the Board, 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, 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 Institution, the Holding Company or any subsidiary or affiliate thereof
vest.  At the Date of Termination, such stock options and 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 Date of Termination for Cause.

3.                    TERMINATION BENEFITS.

	  
 	       (a)  Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by termination of the Executive’s
employment due to: (1) Executive’s dismissal or (2) Executive’s voluntary termination pursuant to Section 2(a), unless such termination is due to Termination for Cause, the Institution and the Holding Company shall pay Executive, or in the
event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a sum equal to three (3) times Executive’s “Average Annual Compensation” (as defined herein) for the five most recent taxable years
that Executive has been employed by the Institution or such lesser number of years in the event that Executive shall have been employed by the Institution for less than five years, such “Average Annual Compensation” shall include all
taxable income paid by the Bank, including but not limited to any base salary, bonuses, and commissions paid or to be paid to Executive, as well as contributions on Executive’s behalf to any pension and/or profit sharing plan, severance
payments, retirement payments, directors or committee fees and fringe benefits paid or to be paid to the Executive in any such year. At the election of Executive, which election is to be made prior to a Change in Control, such payment shall be made
in a lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during the remaining term of this Agreement.
 

            (b) Upon the occurrence of a Change in Control of the Institution or the Holding Company followed at any time during the term of this Agreement by
Executive’s voluntary or involuntary termination of employment, other than for Termination for Cause, the Institution shall cause to be continued life, medical and disability coverage substantially identical to the coverage maintained by the
Institution or Holding Company for Executive prior to his severance, except to the extent such coverage may be changed in its application to all Institution or Holding Company employees on a nondiscriminatory basis. Such coverage and payments shall
cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination.
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             (c)   Notwithstanding the preceding paragraphs 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 Internal Revenue Code of 1986, as amended, or any successor
thereto, and in order 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 the preceding paragraphs of this Section 3 shall be determined
by Executive.
 4.                    NOTICE OF TERMINATION.
            (a)         Any purported termination by the Institution or by Executive in connection with a Change in Control 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 reasonable 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
instance of Termination for Cause, shall not be less than thirty (30) days from the date such Notice of Termination is given).
            (c)        If, within thirty (30) days after any Notice of Termination is given, the party receiving such Notice of Termination
notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by
a final judgment, order or decree of a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been perfected) and provided further that the Date of Termination shall be extended by a notice of dispute only
if such notice is given in good faith and the party giving such notice pursues the resolution of such dispute with reasonable diligence. Notwithstanding the pendency of any such dispute in connection with a Change in Control, in the event that the
Executive is terminated for reasons other than Termination for Cause, the Institution will continue to pay Executive his full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to his annual
salary) and continue him as a participant in all compensation, benefit and insurance plans in which he was participating when the notice of dispute was given, until the earlier of: (1 ) the resolution of the dispute in accordance with this
Agreement; or (2) the expiration of the remaining term of this Agreement as determined as of the Date of Termination.
 5.                    SOURCE OF PAYMENTS.
            It is intended by the parties hereto that all payments provided in this Agreement shall be paid in cash or check from the general funds of the Institution. 
Further, the Holding Company guarantees such payment and provision of all amounts and benefits due hereunder to Executive and, if such amounts and benefits due from the Institution are not timely paid or provided by the Institution, such amounts and
benefits shall be paid or provided by the Holding 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 Institution 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 Institution or shall impose on the Institution any obligation to employ
or retain Executive in its employ for any period.
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  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 Institution 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.                    REOUIRED REGULATORY PROVISIONS.
            Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon compliance with 12 U.S.C. §1828(k), 12 C.F.R. Part
359 and 12 C.F.R. Section 545.121 and any rules and regulations promulgated thereunder.
  10.                    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.
  11.                    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 to the masculine shall apply equally to the feminine.
  12.                    GOVERNING LAW.
           The validity, interpretation, performance and enforcement of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts applicable to contracts
entered into and to be performed entirely within the Commonwealth of Massachusetts.
  13.                    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 Institution’s main office, 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.
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   14.                    PAYMENT OF COSTS AND LEGAL FEES.
 
          All reasonable costs and 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 Institution (which payments are guaranteed by the Holding Company pursuant to Section 5 hereof) if Executive is successful on the merits pursuant to a legal judgment, arbitration or settlement.
 15.                    INDEMNIFICATION.
            (a)         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) as permitted under federal 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 his having been a director or officer of 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 and attorneys’ fees and the cost of reasonable settlements.
            (b)         Any payments made to Executive pursuant to this Section are subject to and conditioned upon compliance with
12 U.S.C. Section 1828(k), 12 C.F.R. Part 359 and 12 C.F.R. Section 545.121 and any rules or regulations promulgated thereunder.
  16.                    SUCCESSOR TO THE INSTITUTION.
            The Institution shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the
business or assets of the Institution, expressly and unconditionally to assume and agree to perform the Institution’s obligations under this Agreement, in the same manner and to the same extent that the Institution would be required to perform
if no such succession or assignment had taken place.






  SIGNATURES
            IN WITNESS WHEREOF, Woronoco Savings
Bank and Woronoco Bancorp, Inc. have caused this Agreement to be executed by their duly authorized officers, and Executive has signed this Agreement, on the 12th day of May, 1999.

	  ATTEST:
 	  
 	  WORONOCO SAVINGS BANK
 	  
 
	  
 	  
 	  
 	  
 	  
 
	  /s/ TERRY J. BENNETT
 	  
 	  By:
 	  /s/ CORNELIUS D. MAHONEY
 	  
 
	 
 	  
 	  
 	 
 	  
 
	 Terry J. Bennett
 Corporate Secretary
 	   
 	   
 	  Cornelius D. Mahoney
 For the Entire Board of Directors
 	   
 
	  
 	  
 	  
 
	  
 	  
 	  
 	  
 	  
 
	  SEAL
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  
 	  
 
	 ATTEST:
 	  
 	  WORONOCO BANCORP, INC.
 	  
 
	  
 	  
 	  
 	  
 	  
 
	  /s/ TERRY J. BENNETT
 	  
 	  By:
 	  /s/ CORNELIUS D. MAHONEY
 	  
 
	 
 	  
 	  
 	 
 	  
 
	  Terry J Bennett
 Corporate Secretary
 	   
 	   
 	  Cornelius D. Mahoney
 For the Entire Board of Directors
 	   
 
	  
 	  
 	  
 
	  
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  
 	  
 
	 SEAL
 	  
 	  
 	  
 	  
 
	  
 	  
 	  
 	  
 	  
 
	  WITNESS:
 	  
 	  EXECUTIVE
 	  
 
	  
 	  
 	  
 	  
 	  
 
	 /s/ TERRY J. BENNETT
 	  
 	  By:
 	  /s/ SUSAN L. DEFEO
 	  
 
	 
 	  
 	  
 	 
 	  
 
	  Terry J Bennett
 Corporate Secretary
 	   
 	   
 	  Susan L. DeFeo