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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): December 20, 2005
WESTFIELD FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 001-16767 73-1627673
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
141 Elm Street
Westfield, MA 01085
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (413) 568-1911
Not Applicable
(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 (see General Instruction A.2. below):
[ ] 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 1.01. Entry into a Material Definitive Agreement
On December 20, 2005, the Board of Directors of Westfield Financial,
Inc. and Westfield Bank (collectively, the "Board") amended and restated
the Westfield Bank Directors' Deferred Compensation Plan, the Benefit
Restoration Plan of Westfield Financial, Inc., and the Deferred
Compensation Agreement maintained by Westfield Bank for the benefit of
Donald A. Williams in order to comply with section 409A of the Internal
Revenue Code of 1986 and regulations or other guidance of the Internal
Revenue Service published thereunder (collectively, "Section 409A").
Section 409A requires certain IRS restrictions on payment timing to
participants under these plans and the circumstances under which elections
to defer compensation or receive distributions of deferred compensation may
be made. These plans as amended and restated to conform to the
requirements of Section 409A are attached hereto as Exhibits 10.7, 10.2,
and 10.10, respectively.
Directors' Deferred Compensation. Westfield Bank has established the
Westfield Bank Directors' Deferred Compensation Plan for the benefit of
non-employee directors. Under the Deferred Compensation Plan, each non-
employee director may make an annual election to defer receipt of all or a
portion of his or her director fees received from Westfield Financial and
Westfield Bank. The deferred amounts are allocated to a deferral account
and credited with interest at an annual rate equal to the rate on the
highest yielding certificate of deposit issued by Westfield Bank during the
year or according to the investment return of other assets as may be
selected by the Compensation Committee of Westfield Bank. The Deferred
Compensation Plan is an unfunded, non-qualified plan that provides for
distribution of the amounts deferred to participants or their designated
beneficiaries upon the occurrence of certain events such as death,
retirement, termination of service, disability or a change in control of
Westfield Financial, Inc. or Westfield Bank (as those terms are defined in
the Deferred Compensation Plan as required by Section 409A).
Benefit Restoration Plan. Westfield Financial, Inc. has also
established the Benefit Restoration Plan of Westfield Financial, Inc. in
order to provide restorative payments to executives who are prevented from
receiving the full benefits contemplated by the ESOP's benefit formula as
well as the 401(k) Plan's benefit formula. The restorative payments consist
of payments in lieu of shares that cannot be allocated to participants
under the ESOP due to the legal limitations imposed on tax-qualified plans
and, in the case of participants who retire before the repayment in full of
the ESOP's loan, payments in lieu of the shares that would have been
allocated if employment had continued through the full term of the loan.
The restorative payments also consist of amounts unable to be provided
under the 401(k) Plan due to certain legal limitations imposed on tax-
qualified plans.
Deferred Compensation Agreements. Westfield Bank has also entered
into a deferred compensation agreement with Donald A. Williams. Under this
agreement, the executive is guaranteed a payment of an amount equal to what
is required to make monthly payments equal to 70% of his monthly salary
after retirement for the remainder of the executive's life or 240 months,
whichever is greater, with offsets for the payments received from the
defined benefit pension plan and Social Security payments attributable to
contributions made by Westfield Bank. This payment amount is payable after
retirement in the form of a single lump sum payment rather than monthly
payments for the longer of (i) Mr. Williams' life or (ii) 240 months. This
agreement also provide for payments upon the death or disability of the
executive that are equal in amount to the payments that would have been
payable to the executive upon retirement with such payments being made for
a period of 120 months.
Item 9.01 Financial Statements and Exhibits
The following exhibits are furnished with this report:
Exhibit No. Description
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10.2 Amended and Restated Benefit Restoration Plan of Westfield
Financial, Inc.
10.7 Amended and Restated Directors' Deferred Compensation Plan
10.10 Form of Amended and Restated Deferred Compensation
Agreement with Donald A. Williams
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WESTFIELD FINANCIAL, INC.
By: /s/ Donald A. Williams
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Name: Donald A. Williams
Title: Chairman of the Board and
Chief Executive Officer
Date: December 21, 2005
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
10.2 Amended and Restated Benefit Restoration Plan of Westfield
Financial, Inc.
10.7 Amended and Restated Directors' Deferred Compensation Plan
10.10 Form of Amended and Restated Deferred Compensation
Agreement with Donald A. Williams