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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 27, 2007
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NAUGATUCK VALLEY FINANCIAL CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
United States 0-50876 65-1233977
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
333 Church Street, Naugatuck, Connecticut 06770
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(Address of principal executive offices) (Zip Code)
(203) 720-5000
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
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APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
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CERTAIN OFFICERS.
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On November 27, 2007, Naugatuck Valley Financial Corporation (the
"Company"), Naugatuck Valley Savings and Loan (the "Bank") and John C. Roman,
the President and Chief Executive Officer of the Company and the Bank, entered
into an Employment Agreement (the "Agreement") amending and restating the
employment agreement among the Company, the Bank and Mr. Roman, dated September
30, 2004. Amendments to the agreement dated September 30, 2004, include the
following:
o The term of the agreement has been amended to a two-year term, which
term may be renewed annually after review by the Boards of Directors.
o A provision restricting Mr. Roman's right to compete against the Bank
for a period of one year following termination of his employment shall
not apply if the Company and the Bank have not renewed the term of the
Agreement and Mr. Roman terminates employment at a time when the
remaining term of the Agreement is one year or less.
o Revisions have been made to comply with Section 409A of the Internal
Revenue Code of 1986, as amended (the "Code") and the regulations and
guidance issued with respect to 409A of the Code.
A copy of the Agreement will be filed by the Company as an exhibit to its
annual report on Form 10-K for the year ending December 31, 2007.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NAUGATUCK VALLEY FINANCIAL CORPORATION
Date: December 5, 2007 By: /s/ John C. Roman
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John C. Roman
President and Chief Executive Officer