EXHIBIT 10.7
FORM OF
NAUGATUCK VALLEY SAVINGS AND LOAN
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
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FORM OF
NAUGATUCK VALLEY SAVINGS AND LOAN
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
TABLE OF CONTENTS
Article I - Introduction.................................................... 1
Article II - Definitions.................................................... 2
Article III - Eligibility and Participation................................. 5
Article IV - Benefits....................................................... 6
Article V - Accounts........................................................ 8
Article VI - Supplemental Benefit Payments.................................. 9
Article VII - Claims Procedures............................................ 10
Article VIII - Amendment and Termination................................... 12
Article IX - General Provisions............................................ 13
ARTICLE I
INTRODUCTION
SECTION 1.01 PURPOSE, DESIGN AND INTENT.
(a) The purpose of the Naugatuck Valley Savings and Loan Supplemental
Executive Retirement Plan (the "Plan") is to assist Naugatuck Valley
Savings and Loan (the "Bank") and its affiliates in retaining the services
of key employees until their retirement, to induce such employees to use
their best efforts to enhance the business of the Bank and its affiliates,
and to provide certain supplemental retirement benefits to such employees.
(b) The Plan, in relevant part, is intended to constitute an unfunded "excess
benefit plan" as defined in Section 3(36) of the Employee Retirement
Income Security Act of 1974, as amended. In this respect, the Plan is
specifically designed to provide certain key employees with retirement
benefits that would have been provided under various tax-qualified
retirement plans sponsored by the Bank but for the applicable limitations
placed on benefits and contributions under such plans by various
provisions of the Internal Revenue Code of 1986, as amended.
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ARTICLE II
DEFINITIONS
SECTION 2.01 DEFINITIONS. In this Plan, whenever the context so indicates, the
singular or the plural number and the masculine or feminine gender shall be
deemed to include the other, the terms "he," "his," and "him," shall refer to a
Participant or a beneficiary of a Participant, as the case may be, and, except
as otherwise provided, or unless the context otherwise requires, the capitalized
terms shall have the following meanings:
(a) "AFFILIATE" means any corporation, trade or business, which, at the time
of reference, is together with the Bank, a member of a controlled group of
corporations, a group of trades or businesses (whether or not incorporated)
under common control, or an affiliated service group, as described in Sections
414(b), 414(c), and 414(m) of the Code, respectively, or any other organization
treated as a single employer with the Bank under Section 414(o) of the Code.
(b) "APPLICABLE LIMITATIONS" means one or more of the following, as
applicable:
(i) the maximum limitations on annual additions to a tax-qualified
defined contribution plan under Section 415(c) of the Code;
(ii) the maximum limitation on the annual amount of compensation that
may, under Section 401(a)(17) of the Code, be taken into account in
determining contributions to and benefits under tax-qualified plans;
and
(iii) the maximum limitations, under Sections 401(k), 401(m), or 402(g) of
the Code, on pre-tax contributions that may be made to a qualified
defined contribution plan.
(c) "BANK" means Naugatuck Valley Savings and Loan, and its successors.
(d) "BOARD OF DIRECTORS" means the Board of Directors of the Bank.
(e) "CHANGE IN CONTROL" means the earliest occurrence of one of the following
events:
(i) Merger: The Company merges into or consolidates with another
corporation, or merges another corporation into the Company, and as a
result less than a majority of the combined voting power of the resulting
corporation immediately after the merger or consolidation is held by
persons who were stockholders of the Company immediately before the merger
or consolidation.
(ii) Acquisition of Significant Share Ownership: The Company files, or is
required to file, a report on Schedule 13D or another form or schedule
(other than Schedule 13G) required under Sections 13(d) or 14(d) of the
Securities Exchange Act of 1934, if the schedule discloses that the filing
person or persons acting in concert has or have become the beneficial
owner of 25% or more of a class of the Company's voting securities, but
this clause (b) shall not apply to beneficial ownership of Company voting
shares held in a
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fiduciary capacity by an entity of which the Company directly or
indirectly beneficially owns 50% or more of its outstanding voting
securities.
(iii) Change in Board Composition: During any period of two consecutive
years, individuals who constitute the Company's Board of Directors at the
beginning of the two-year period cease for any reason to constitute at
least a majority of the Company's Board of Directors; provided, however,
that for purposes of this clause (iii), each director who is first elected
by the board (or first nominated by the board for election by the
stockholders) by a vote of at least two-thirds (2/3) of the directors who
were directors at the beginning of the two-year period shall be deemed to
have also been a director at the beginning of such period; or
(iv) Sale of Assets: The Company sells to a third party all or
substantially all of its assets.
(f) "CODE" means the Internal Revenue Code of 1986, as amended.
(g) "COMMITTEE" means the person(s) designated by the Board of Directors,
pursuant to Section 9.02 of the Plan, to administer the Plan.
(h) "COMMON STOCK" means the common stock of the Company.
(i) "COMPANY" means Naugatuck Valley Financial Corporation and its successors.
(j) "ELIGIBLE INDIVIDUAL" means any Employee who participates in the ESOP or
the Savings Plan, as the case may be, and whom the Board of Directors determines
is one of a "select group of management or highly compensated employees," as
such phrase is used for purposes of Sections 101, 201, and 301 of ERISA.
(k) "EMPLOYEE" means any person employed by the Bank or an Affiliate.
(l) "EMPLOYER" means the Bank or Affiliate thereof that employs the Employee.
(m) "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
(n) "ESOP" means the Naugatuck Valley Savings and Loan Employee Stock
Ownership Plan, as amended from time to time.
(o) "ESOP ACQUISITION LOAN" means a loan or other extension of credit incurred
by the trustee of the ESOP in connection with the purchase of Common Stock on
behalf of the ESOP.
(p) "ESOP VALUATION DATE" means any day as of which the investment experience
of the trust fund of the ESOP is determined and individuals' accounts under the
ESOP are adjusted accordingly.
(q) "EFFECTIVE DATE" means January 1, 2004.
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(r) "PARTICIPANT" means an Eligible Employee who is entitled to benefits under
the Plan.
(s) "PLAN" means this Naugatuck Valley Savings and Loan Supplemental Executive
Retirement Plan.
(t) "SAVINGS PLAN" means the Naugatuck Valley Savings and Loan Employees
Savings Plan, as amended from time to time.
(u) "SUPPLEMENTAL ESOP ACCOUNT" means an account established by an Employer,
pursuant to Section 5.01 of the Plan, with respect to a Participant's
Supplemental ESOP Benefit.
(v) "SUPPLEMENTAL ESOP BENEFIT" means the benefit credited to a Participant
pursuant to Section 4.01 of the Plan.
(w) "SUPPLEMENTAL SAVINGS BENEFIT" means the benefit credited to a Participant
pursuant to Section 4.03 of the Plan.
(x) "SUPPLEMENTAL SAVINGS ACCOUNT" means an account established by an
Employer, pursuant to Section 5.03 of the Plan, with respect to a Participant's
Supplemental Savings Benefit.
(y) "SUPPLEMENTAL STOCK OWNERSHIP ACCOUNT" means an account established by an
Employer, pursuant to Section 5.02 of the Plan, with respect to a Participant's
Supplemental Stock Ownership Benefit.
(z) "SUPPLEMENTAL STOCK OWNERSHIP BENEFIT" means the benefit credited to a
Participant pursuant to Section 4.02 of the Plan.
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ARTICLE III
ELIGIBILITY AND PARTICIPATION
SECTION 3.01 ELIGIBILITY AND PARTICIPATION.
(a) Each Eligible Employee may participate in the Plan. An Eligible Employee
shall become a Participant in the Plan upon designation as such by the
Board of Directors. An Eligible Employee whom the Board of Directors
designates as a Participant in the Plan shall commence participation as of
the date established by the Board of Directors. The Board of Directors
shall establish an Eligible Employee's date of participation at the same
time it designates the Eligible Employee as a Participant in the Plan.
(b) The Board of Directors may, at any time, designate an Eligible Employee as
a Participant for any or all supplemental benefits provided for under
Article IV of the Plan.
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ARTICLE IV
BENEFITS
SECTION 4.01 SUPPLEMENTAL ESOP BENEFIT.
As of the last day of each plan year of the ESOP, the Employer shall credit the
Participant's Supplemental ESOP Account with a Supplemental ESOP Benefit equal
to the excess of (a) over (b), where:
(a) Equals the annual contributions made by the Employer and/or the number of
shares of Common Stock released for allocation in connection with the
repayment of an ESOP Acquisition Loan that would otherwise be allocated to
the accounts of the Participant under the ESOP for the applicable plan
year, if the provisions of the ESOP were administered without regard to
any of the Applicable Limitations; and
(b) Equals the annual contributions made by the Employer and/or the number of
shares of common stock released for allocation in connection with the
repayment of an ESOP Acquisition Loan that are actually allocated to the
accounts of the Participant under the provisions of the ESOP for that
particular plan year, after giving effect to any reduction of such
allocation required by any of the Applicable Limitations.
SECTION 4.02 SUPPLEMENTAL STOCK OWNERSHIP BENEFIT.
(a) Upon a Change in Control, the Employer shall credit to the Participant's
Supplemental Stock Ownership Account a Supplemental Stock Ownership
Benefit equal to (i) less (ii), the result of which is multiplied by
(iii), where:
(i) Equals the total number of shares of Common Stock acquired with the
proceeds of all ESOP Acquisition Loans (together with any dividends,
cash proceeds, or other medium related to such ESOP Acquisition
Loans) that would have been allocated or credited for the benefit of
the Participant under the ESOP and/or this Plan, as the case may be,
had the Participant continued in the employ of the Employer through
the first ESOP Valuation Date following the last scheduled payment
of principal and interest on all ESOP Acquisition Loans outstanding
at the time of the Change in Control; and
(ii) Equals the total number of shares of Common Stock acquired with the
proceeds of all ESOP Acquisition Loans (together with any dividends,
cash proceeds, or other medium related to such ESOP Acquisition
Loans) and allocated for the benefit of the Participant under the
ESOP and/or this Plan, as the case may be, as of the first ESOP
Valuation Date following the Change in Control; and
(iii) Equals the fair market value of the Common Stock immediately
preceding the Change in Control.
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(b) For purposes of clause (i) of subsection (a) of this Section 4.02, the
total number of shares of Common Stock shall be determined by multiplying
the sum of (i) and (ii) by (iii), where:
(i) equals the average of the total shares of Common Stock acquired with
the proceeds of an ESOP Acquisition Loan and allocated for the
benefit of the Participant under the ESOP as of the three most
recent ESOP Valuation Dates preceding the Change in Control (or
lesser number if the Participant has not participated in the ESOP
for three full years);
(ii) equals the average number of shares of Common Stock credited to the
Participant's Supplemental ESOP Account for the three most recent
plan years of the ESOP (such that the three most recent plan years
coincide with the three most recent ESOP Valuation Dates referred to
in (i) above); and
(iii) equals the original number of scheduled annual payments on the ESOP
Acquisition Loans.
SECTION 4.03 SUPPLEMENTAL SAVINGS BENEFIT.
A Participant's Supplemental Savings Benefit under the Plan shall be equal to
the excess of (a) over (b), where:
(a) is the sum of the matching contributions and other contributions of the
Employer that would otherwise be allocated to an account of the
Participant under the Savings Plan for a particular year, if the
provisions of the Savings Plan were administered without regard to any of
the Applicable Limitations; and
(b) is the sum of the matching contributions and other contributions of the
Employer that are actually allocated on account of the Participant under
the provisions of the Savings Plan for that particular year, after giving
effect to any reduction of such allocation required by any of the
Applicable Limitations.
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ARTICLE V
ACCOUNTS
SECTION 5.01 SUPPLEMENTAL ESOP BENEFIT ACCOUNT.
For each Participant who is credited with a benefit pursuant to Section 4.01 of
the Plan, the Employer shall establish, as a memorandum account on its books, a
Supplemental ESOP Account. Each year, the Committee shall credit to the
Participant's Supplemental ESOP Account the amount of benefits determined under
Section 4.01 of the Plan for that year. The Committee shall credit the account
with an amount equal to the appropriate number of shares of Common Stock or
other medium of contribution that would have otherwise been made to the
Participant's accounts under the ESOP but for the limitations imposed by the
Code. Shares of Common Stock shall be valued under this Plan in the same manner
as under the ESOP. Cash contributions credited to a Participant's Supplemental
ESOP Account shall be credited annually with interest at a rate equal to the
combined weighted return provided to the Participant's non-stock accounts under
the ESOP.
SECTION 5.02 SUPPLEMENTAL STOCK OWNERSHIP ACCOUNT.
The Employer shall establish, as a memorandum account on its books, a
Supplemental Stock Ownership Account. Upon a Change in Control, the Committee
shall credit to the Participant's Supplemental Stock Ownership Account the
amount of benefits determined under Section 4.02 of the Plan. The Committee
shall credit the account with an amount equal to the appropriate number of
shares of Common Stock or other medium of contribution that would have otherwise
been made to the Participant's accounts under the ESOP. Shares of Common Stock
shall be valued under this Plan in the same manner as under the ESOP. Cash
contributions credited to a Participant's Supplemental Stock Ownership Account
shall be credited annually with interest at a rate equal to the combined
weighted return provided to the Participant's non-stock accounts under the ESOP.
SECTION 5.03 SUPPLEMENTAL SAVINGS ACCOUNT.
The Employer shall establish a memorandum account, the "Supplemental Savings
Account" for each Participant on its books, and each year the Committee will
credit the amount of contributions determined under Section 4.03 of the Plan.
Contributions credited to a Participant's Supplemental Savings Account shall be
credited monthly with interest at a rate equal to the combined weighted return
provided to the Participant's account(s) under the Savings Plan.
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ARTICLE VI
SUPPLEMENTAL BENEFIT PAYMENTS
SECTION 6.01 PAYMENT OF SUPPLEMENTAL ESOP BENEFIT.
(a) A Participant's Supplemental ESOP Benefit shall be paid to the Participant
or, in the event of the Participant's death, to his beneficiary, in the
same form, time and medium (i.e., cash and/or shares of Common Stock) as
his benefits are paid under the ESOP.
(b) A Participant shall have a non-forfeitable right to the Supplemental ESOP
Benefit credited to him under this Plan in the same percentage as he has
benefits allocated to him under the ESOP at the time the benefits become
distributable to him under the ESOP.
SECTION 6.02 PAYMENT OF SUPPLEMENTAL STOCK OWNERSHIP BENEFIT.
(a) A Participant's Supplemental Stock Ownership Benefit shall be paid to the
Participant or, in the event of the Participant's death, to his
beneficiary, in the same form, time and medium (i.e., cash and/or shares
of Common Stock) as his benefits are paid under the ESOP.
(b) A Participant shall always have a fully non-forfeitable right to the
Supplemental Stock Ownership Benefit credited to him under this Plan.
SECTION 6.03 PAYMENT OF SUPPLEMENTAL SAVINGS BENEFIT.
(a) A Participant's Supplemental Savings Benefit shall be paid to the
Participant or, in the event of the Participant's death, to his
beneficiary, in the same form and at the same time as his benefits are
paid under the Savings Plan.
(b) A Participant shall have a non-forfeitable right to his Supplemental
Savings Benefit under this Plan in the same percentage as he has to his
matching contributions under the Savings Plan at the time the benefits
become distributable to him under the Savings Plan.
SECTION 6.04 ALTERNATIVE PAYMENT OF BENEFITS.
Notwithstanding the other provisions of this Article VI, a Participant may, with
prior written consent of the Committee and upon such terms and conditions as the
Committee may impose, request that the Supplemental ESOP Benefit and/or the
Supplemental Stock Ownership Benefit and/or the Supplemental Savings Benefit to
which he is entitled be paid commencing at a different time, over a different
period, in a different form, or to different persons, than the benefit to which
he or his beneficiary may be entitled under the ESOP or the Savings Plan.
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ARTICLE VII
CLAIMS PROCEDURES
SECTION 7.01 CLAIMS REVIEWER.
For purposes of handling claims with respect to this Plan, the "Claims Reviewer"
shall be the Committee, unless the Committee designates another person or group
of persons as Claims Reviewer.
SECTION 7.02 CLAIMS PROCEDURE.
(a) An initial claim for benefits under the Plan must be made by the
Participant or his beneficiary or beneficiaries in accordance with the
terms of this Section 7.02.
(b) Not later than ninety (90) days after receipt of such a claim, the Claims
Reviewer will render a written decision on the claim to the claimant,
unless special circumstances require the extension of such 90-day period.
If such extension is necessary, the Claims Reviewer shall provide the
Participant or the Participant's beneficiary or beneficiaries with written
notification of such extension before the expiration of the initial 90-day
period. Such notice shall specify the reason or reasons for the extension
and the date by which a final decision can be expected. In no event shall
such extension exceed a period of ninety (90) days from the end of the
initial 90-day period.
(c) In the event the Claims Reviewer denies the claim of a Participant or any
beneficiary in whole or in part, the Claims Reviewer's written
notification shall specify, in a manner calculated to be understood by the
claimant, the reason for the denial; a reference to the Plan or other
document or form that is the basis for the denial; a description of any
additional material or information necessary for the claimant to perfect
the claim; an explanation as to why such information or material is
necessary; and an explanation of the applicable claims procedure.
(d) Should the claim be denied in whole or in part and should the claimant be
dissatisfied with the Claims Reviewer's disposition of the claimant's
claim, the claimant may have a full and fair review of the claim by the
Committee upon written request submitted by the claimant or the claimant's
duly authorized representative and received by the Committee within sixty
(60) days after the claimant receives written notification that the
claimant's claim has been denied. In connection with such review, the
claimant or the claimant's duly authorized representative shall be
entitled to review pertinent documents and submit the claimant's views as
to the issues, in writing. The Committee shall act to deny or accept the
claim within sixty (60) days after receipt of the claimant's written
request for review unless special circumstances require the extension of
such 60-day period. If such extension is necessary, the Committee shall
provide the claimant with written notification of such extension before
the expiration of such initial 60-day period. In all events, the Committee
shall act to deny or accept the claim within 120 days of the receipt of
the claimant's written request for review. The action of the Committee
shall be in the form
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of a written notice to the claimant and its contents shall include all of
the requirements for action on the original claim.
(e) In no event may a claimant commence legal action for benefits the claimant
believes are due the claimant until the claimant has exhausted all of the
remedies and procedures afforded the claimant by this Article VII.
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ARTICLE VIII
AMENDMENT AND TERMINATION
SECTION 8.01 AMENDMENT OF THE PLAN.
The Bank may from time to time and at any time amend the Plan; provided,
however, that such amendment may not adversely affect the rights of any
Participant or beneficiary with respect to any benefit under the Plan to which
the Participant or beneficiary may have previously become entitled prior to the
effective date of such amendment without the consent of the Participant or
beneficiary. The Committee shall be authorized to make minor or administrative
changes to the Plan, as well as amendments required by applicable federal or
state law (or authorized or made desirable by such statutes); provided, however,
that such amendments must subsequently be ratified by the Board of Directors.
SECTION 8.02 TERMINATION OF THE PLAN.
The Bank may at any time terminate the Plan; provided, however, that such
termination may not adversely affect the rights of any Participant or
beneficiary with respect to any benefit under the Plan to which the Participant
or beneficiary may have previously become entitled prior to the effective date
of such termination without the consent of the Participant or beneficiary. Any
amounts credited to the supplemental accounts of any Participant shall remain
subject to the provisions of the Plan and no distribution of benefits shall be
accelerated because of termination of the Plan.
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ARTICLE IX
GENERAL PROVISIONS
SECTION 9.01 UNFUNDED, UNSECURED PROMISE TO MAKE PAYMENTS IN THE FUTURE.
The right of a Participant or any beneficiary to receive a distribution under
this Plan shall be an unsecured claim against the general assets of the Bank or
its Affiliates, and neither a Participant, nor his designated beneficiary or
beneficiaries, shall have any rights in or against any amount credited to any
account under this Plan or any other assets of the Bank or an Affiliate. The
Plan at all times shall be considered entirely unfunded both for tax purposes
and for purposes of Title I of ERISA. Any funds invested hereunder shall
continue for all purposes to be part of the general assets of the Bank or an
Affiliate and available to its general creditors in the event of bankruptcy or
insolvency. Accounts under this Plan and any benefits which may be payable
pursuant to this Plan are not subject in any manner to anticipation, sale,
alienation, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors of a Participant or a Participant's beneficiary. The
Plan constitutes a mere promise by the Bank or Affiliate to make benefit
payments in the future. No interest or right to receive a benefit may be taken,
either voluntarily or involuntarily, for the satisfaction of the debts of, or
other obligations or claims against, such Participant or beneficiary, including
claims for alimony, support, separate maintenance and claims in bankruptcy
proceedings.
SECTION 9.02 COMMITTEE AS PLAN ADMINISTRATOR.
(a) The Plan shall be administered by the Committee designated by the Board of
Directors of the Bank.
(b) The Committee shall have the authority, duty and power to interpret and
construe the provisions of the Plan as it deems appropriate. The Committee
shall have the duty and responsibility of maintaining records, making the
requisite calculations and disbursing the payments hereunder. In addition,
the Committee shall have the authority and power to delegate any of its
administrative duties to employees of the Bank or an Affiliate, as they
may deem appropriate. The Committee shall be entitled to rely on all
tables, valuations, certificates, opinions, data and reports furnished by
any actuary, accountant, controller, counsel or other person employed or
retained by the Bank with respect to the Plan. The interpretations,
determinations, regulations and calculations of the Committee shall be
final and binding on all persons and parties concerned.
SECTION 9.03 EXPENSES.
Expenses of administration of the Plan shall be paid by the Bank or an
Affiliate.
SECTION 9.04 STATEMENTS.
The Committee shall furnish individual annual statements of accrued benefits to
each Participant, or current beneficiary, in such form as determined by the
Committee or as required by law.
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SECTION 9.05 RIGHTS OF PARTICIPANTS AND BENEFICIARIES.
(a) The sole rights of a Participant or beneficiary under this Plan shall be
to have this Plan administered according to its provisions and to receive
whatever benefits he or she may be entitled to hereunder.
(b) Nothing in the Plan shall be interpreted as a guaranty that any funds in
any trust which may be established in connection with the Plan or assets
of the Bank or an Affiliate will be sufficient to pay any benefit
hereunder.
(c) The adoption and maintenance of this Plan shall not be construed as
creating any contract of employment or service between the Bank or an
Affiliate and any Participant or other individual. The Plan shall not
affect the right of the Bank or an Affiliate to deal with any Participants
in employment or service respects, including their hiring, discharge,
compensation, and other conditions of employment or service.
SECTION 9.06 INCOMPETENT INDIVIDUALS.
The Committee may, from time to time, establish rules and procedures which it
determines to be necessary for the proper administration of the Plan and the
benefits payable to a Participant or beneficiary in the event that such
Participant or beneficiary is declared incompetent and a conservator or other
person is appointed and legally charged with that Participant's or beneficiary's
care. Except as otherwise provided for herein, when the Committee determines
that such Participant or beneficiary is unable to manage his financial affairs,
the Committee may pay such Participant's or beneficiary's benefits to such
conservator, person legally charged with such Participant's or beneficiary's
care, or institution then contributing toward or providing for the care and
maintenance of such Participant or beneficiary. Any such payment shall
constitute a complete discharge of any liability of the Bank or an Affiliate and
the Plan for such Participant or beneficiary.
SECTION 9.07 SALE, MERGER OR CONSOLIDATION OF THE BANK.
The Plan may be continued after a sale of assets of the Bank, or a merger or
consolidation of the Bank into or with another corporation or entity only if,
and to the extent that, the transferee, purchaser or successor entity agrees to
continue the Plan. Additionally, upon a merger, consolidation or other change in
control any amounts credited to Participant's deferral accounts shall be placed
in a grantor trust to the extent not already in such a trust. In the event that
the Plan is not continued by the transferee, purchaser or successor entity, then
the Plan shall be terminated subject to the provisions of Section 8.02 of the
Plan. Any legal fees incurred by a Participant in determining benefits to which
such Participant is entitled under the Plan following a sale, merger, or
consolidation of the Bank or an Affiliate of which the Participant is an
Employee or, if applicable, a member of the Board of Directors, shall be paid by
the resulting or succeeding entity.
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SECTION 9.08 LOCATION OF PARTICIPANTS.
Each Participant shall keep the Bank informed of his current address and the
current address of his designated beneficiary or beneficiaries. The Bank shall
not be obligated to search for any person. If such person is not located within
three (3) years after the date on which payment of the Participant's benefits
payable under this Plan may first be made, payment may be made as though the
Participant or his beneficiary had died at the end of such three-year period.
SECTION 9.09 LIABILITY OF THE BANK AND ITS AFFILIATES.
Notwithstanding any provision herein to the contrary, neither the Bank nor any
individual acting as an employee or agent of the Bank shall be liable to any
Participant, former Participant, beneficiary, or any other person for any claim,
loss, liability or expense incurred in connection with the Plan, unless
attributable to fraud or willful misconduct on the part of the Bank or any such
employee or agent of the Bank.
SECTION 9.10 GOVERNING LAW.
All questions pertaining to the construction, validity and effect of the Plan
shall be determined in accordance with the laws of the United States and, to the
extent not preempted by such laws, by the laws of the State of Connecticut.
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Having been adopted by its Board of Directors, this Plan is executed by its duly
authorized officer this ____day of ________, 2004.
NAUGATUCK VALLEY SAVINGS AND LOAN
Attest:
___________________________ By: ____________________________________
Corporate Secretary For the Entire Board of Directors
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