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) December 18, 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))
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 December 18, 2007, Naugatuck Valley Savings Bank (the "Bank") and
Lee R. Schlesinger, Senior Vice President and Chief Financial Officer of
Naugatuck Valley Financial Corporation (the "Company") and the Bank, entered
into a Change in Control Agreement amending and restating the change in control
agreement between the Bank and Mr. Schlesinger, dated September 30, 2004.
Amendments to the original Change in Control Agreement dated September 30, 2004,
include the following:
o The term of the agreement has been extended from a two-year to
a three-year term. The term of the agreement may be renewed
annually for an additional year after review by the Board of
Directors.
o The severance benefit to be paid to the executive upon his
termination without cause, or voluntary resignation under
circumstances specified in the agreement, following a change
in control of the Company or the Bank has been revised from a
two times benefit to a three times benefit equal to the
executive's average annual taxable income for the five most
recent taxable years. In addition, the medical, dental and
life insurance coverage following such termination of
employment following a change in control has been extended
from 24 to 36 months.
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 ended December 31, 2007.
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: January 17, 2008 By: /s/ John C. Roman
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John C. Roman
President and Chief Executive Officer