CHANGE IN CONTROL AGREEMENT
THIS CHANGE IN CONTROL AGREEMENT (the "Agreement"), made as of October
, 1996, by and between THE PEOPLE'S SAVINGS BANK OF NEW BRITAIN, a
banking corporation organized and existing by virtue of the laws of the
State of Connecticut (the "Bank"), and RICHARD S. MANSFIELD (the
"Executive").
WHEREAS, the Executive is currently rendering services to the Bank
pursuant to an Employment Agreement dated August 1, 1986 containing "change
in control" provisions, as amended and restated by an Amended and Restated
Employment Agreement dated as of the date hereof which does not contain
"change in control" provisions (the "Employment Agreement");
WHEREAS, the Bank considers the performance and dedication of its
management team to be significant for its overall corporate strategy and to
be essential to protecting and enhancing the best interests of the Bank and
its sole shareholder, People's Savings Financial Corp. (the "Company");
WHEREAS, the banking industry is a dynamic one with independent public
institutions subject to unexpected changes in ownership;
WHEREAS, the performance by the Executive of services to the Bank may
be negatively affected by his uncertainty over the possibility of a change
in ownership of the Bank or the Company and the possible affect thereof on
his employment with the Bank; and
WHEREAS, the Bank wishes to additionally mitigate the fears of the
Executive regarding a potential ownership change, so as to avoid any
negative effect on his performance of services to the Bank, and in that
interest the Bank desires to afford certain additional protections to the
Executive upon the occurrence of certain events as specified herein.
NOW, THEREFORE, to further the above recited corporate objective, and
for other good and valuable consideration, the receipt and adequacy of
which each party hereby acknowledges, the Bank and the Executive agree as
follows:
1. (a) If, at any time while the Executive is a full-time officer of the
Bank or the Company, there is a "Change of Control" of the Bank or the
Company, the Executive shall be entitled to receive a severance
payment (the "Severance Amount") in consideration of services
previously rendered to the Bank. The Severance Amount shall be made
as a lump sum cash payment and shall be equal to three (3) times the
greater of the following: (A) the Executive's compensation from the
Bank and the Company (the "Compensation") for services rendered for
the last full calendar year immediately preceding the Change of
Control, or (B) the Executive's average annual Compensation with
respect to the three (3) most recent calendar years ending before the
date on which the Change of Control occurs. Compensation as described
above shall include the amount of base salary and bonus, if any, paid
to the Executive for services rendered for the time period in question
pursuant to the Employment Agreement, including any and all of said
amounts as may have been deferred by the Executive under Bank deferral
plans, if any, and shall include long-term compensation which, by its
terms, is accelerated upon a Change of Control or, if not, shall by
this Agreement be so accelerated and determined as the present value
(determined at the discount rate provided in Section 280G(d)(4) of the
Internal Revenue Code of 1986, as amended, or its successor provision)
of any cash or non-cash long-term incentive compensation (whether in
the form of performance units or otherwise) previously awarded to the
Executive but not yet paid, measured at the time of award with the
assumption that the award would be 100% earned over the performance
period. In addition to the above, Executive shall receive or be paid
(1) an amount equal to the aggregate amounts that Bank would have
contributed on behalf of Executive under Executive's Deferred
Profit Sharing or 401-K Plan, if any such plan shall be in effect
upon the Change of Control, for an additional three-year period
from the Change of Control (plus estimated earnings thereon) as
if Executive had continued in the employ of Bank for that period
and made contributions under said plan at a rate, as a percentage
of salary, equal to the average rate at which Executive had made
contributions to said plan in the period, not exceeding three (3)
fiscal years of Bank, preceding the Change of Control;
(2) supplemental pension benefits equal to the difference between (i)
the annual pension benefit that would have been payable to
Executive under the Retirement Plan of Bank (the "Plan") if
Executive had been continued in the employ of Bank for an
additional three-year period from the Change of Control and had
received compensation at least equal to that determined pursuant
to Paragraph 1(a) above, and (ii) the annual pension benefit
actually payable to Executive under the Plan, such supplemental
pension benefits to be payable at the same time and in the same
manner as benefits under the Plan; and
(3) for a period of three years following the Change of Control,
Executive shall also continue to participate in all life, health,
disability and similar insurance plans and programs of Bank to
the extent that such continued participation is possible under
the general terms and provisions of such plans and programs, with
Bank and Executive paying the same portion of the cost of each
such plan or program as existed at the time of Executive's
termination. In the event that Executive's continued
participation in any group plans and programs is not permitted,
then in lieu thereof, Bank shall acquire, with the same cost
sharing, individual insurance policies providing comparable
coverage for Executive; provided that Bank shall not be obligated
to pay for any such individual coverage more than three (3) times
Bank's cost of such group coverage; and provided further, if any
such individual coverage is unavailable, then Bank shall pay to
Executive annually for such remaining three year period an amount
equal to the sum of the average annual contributions, payments,
credits, or allocations made by Bank for such insurance on
Executive's behalf over the three (3) fiscal years of Bank
preceding the Change of Control, which amount shall be pro-rated
for any fraction of a year. The foregoing subparagraphs (1), (2)
and (3) shall also be considered part of the "Severance Amount"
for the purposes of this Agreement.
(b) It is expressly understood and agreed that payment of the
Severance Amount may include amounts which are deemed to be "excess
parachute payments" under Section 280G of the Internal Revenue Code of
1986, as amended. In that event, the Bank agrees to pay Executive an
additional cash payment (the "Additional Payment") in the amount of
the excise tax imposed pursuant to Section 4999 of the Internal
Revenue Code of 1986, as amended, on the Executive for that portion of
the Severance Amount which is deemed to be an excess parachute payment
(if any). The Additional Payment shall be determined and paid once
upon the determination of the Severance Amount under Paragraph 1(a)
above.
(c) Payment of the Severance Amount and Additional Payment under this
Section 1 shall be paid in full by Bank, Company and/or its or their
successors or assigns within ninety (90) days following the date of
the Change of Control and shall not be reduced by any compensation
which the Executive may receive from the Bank or the Company or from
other employment with another employer should Executive's employment
with the Bank or the Company terminate.
(d) "Change of Control" shall be deemed to have occurred if:
(1) a Person (as defined below) directly or indirectly or acting
through one (1) or more other persons owns, controls, or has
power to vote ten percent (10%) or more of the voting common
stock of the Company, or a Person other than the Company
directly or indirectly or acting through one (1) or more
other persons owns, controls, or has the power to vote ten
percent (10%) or more of the voting common stock of the
Bank; or
(2) a Person acquires or agrees to acquire all or substantially
all of the assets and business of the Bank or the Company;
or
(3) a Person controls in any manner the election of a majority
of the directors of the Company or a Person other than the
Company controls in any manner the election of a majority of
the directors of the Bank; or
(4) the Board of Directors of the Company determines that a
Person directly or indirectly exercises a controlling
influence over the management or policies of Company.
Notwithstanding the foregoing, a "Change-in-Control" shall not be
deemed to have occurred if (i) a majority of the directors of the
Company or the Bank, as applicable, in office prior to the events
described in (a), (b) or (c) above shall so vote not later than thirty
(30) days following the event and (ii) the Employee shall so agree in
writing.
A "Person" shall include a natural person, corporation, or other
entity. When two or more persons act as a partnership, limited
partnership, syndicate, or other group for the purpose of acquiring,
holding or disposing of Bank capital stock, such partnership,
syndicate or group shall be considered a Person. Beneficial ownership
shall be determined under the then current provisions of Rule 13d-3 of
the Securities Exchange Act of 1934, as amended, Reg. Section 240.13d-
3, or their successor provision(s). The filing of a Form 13D or 13G
by a Person shall not in and of itself be deemed a Change of Control.
(e) If, after a Change of Control of the Bank or the Company, the
Executive incurs any fees and expenses of counsel to enforce this
Agreement, the Bank agrees to pay such fees and expenses to the
Executive. The Executive's choice of counsel and his/her decision to
retain counsel shall be in his/her discretion, provided any such fees
and expenses must be reasonable.
(f) Notwithstanding any other provision of this Agreement or of any
other agreement, understanding or compensation plan, the Bank shall
not be obligated to pay any amounts the payment of which violate
restrictions imposed, or which may in the future be imposed, on such
payments by the Bank pursuant to Section 18(k)(1) of the Federal
Deposit Insurance Act, or any regulations or orders which are or may
be promulgated thereunder; nor shall any payments be made which would
constitute an "unsafe or unsound banking practice" pursuant to 12
U.S.C. Section 1818(b).
(g) The calculation of the Severance Amount shall be performed by the
Bank's independent auditing firm at the time of Change of Control, or
such other qualified party in the Bank's discretion; provided that, if
the Severance Amount so determined is later challenged successfully by
the Executive, by court decision or negotiation with the Bank, the
Bank shall be additionally liable for all costs and expenses incurred
by the Executive in that challenge, including reasonable attorney
fees.
(h) This Agreement shall survive and continue for as long as the
Executive is a full-time officer of the Bank or the Company.
(i) This Agreement does not constitute an agreement for the
employment of the Executive and shall not give the Executive any right
to be retained in the service or employ of the Bank or the Company.
2. This Agreement contains the entire agreement between the parties with
respect to the subject matter herein, and there are no other repre-
sentations, warranties, conditions or agreements relating to the
subject matter of this Agreement.
3. This Agreement may not be changed orally but only by an agreement in
writing duly executed on behalf of the party against which enforcement
of any waiver, change, modification, consent or discharge is sought.
4. This Agreement shall be binding upon and inure to the benefit of the
Bank, Company and the Executive and their respective successors,
assigns, heirs and legal representatives. Without otherwise limiting
the foregoing, "Bank" and "Company" as used herein shall refer to any
successor institution whether by merger, consolidation, acquisition or
otherwise.
5. Each of the parties agrees to execute all further instruments and
documents and to take all further action as the other party may
reasonably request in order to effectuate the terms and purposes of
this Agreement.
6. This Agreement may be executed in one or more counterparts, all of
which taken together shall constitute one and the same instrument.
7. This Agreement shall be construed pursuant to and in accordance with
the laws of the State of Connecticut.
8. If any term or provision of this Agreement is held or deemed to be
invalid or unenforceable, in whole or in part, by a court of competent
jurisdiction, such term or provision shall be ineffective to the
extent of such invalidity or unenforceability without rendering
invalid or unenforceable the remaining terms and provisions of this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
THE PEOPLE'S SAVINGS BANK OF NEW BRITAIN
By_____________________________________
Name:
Title:
EXECUTIVE
__________________________________
Richard S. Mansfield