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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): October 23, 2007
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))
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Item 1.01. Entry into a Material Definitive Agreement
On October 23, 2007, the Board of Directors of Westfield Financial, Inc.
(the "Company") amended and restated the Benefit Restoration Plan of Westfield
Financial, Inc. (the "Plan") 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 ("Section 409A"). Section 409A requires
certain Internal Revenue Service restrictions on payment timing to participants
under non-qualified deferred compensation plans and the circumstances under
which elections to receive distributions of deferred compensation may be made.
The Plan, as amended and restated to conform to the requirements of Section
409A, is filed herewith as Exhibit 10.5.
The Company maintains the Plan in order to provide restorative payments
to executives who are prevented from receiving the full benefits contemplated
by the Employee Stock Ownership Plan'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 Employee Stock
Ownership Plan 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
Employee Stock Ownership'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.
On October 23, 2007, Westfield Bank (the "Bank") and the Company entered
into parallel Amended and Restated Employment Agreements with Donald A.
Williams, Chairman and Chief Executive Officer; Michael J. Janosco, Jr., Chief
Financial Officer and Treasurer; and James C. Hagan, President and Chief
Operating Officer. The employment agreements were amended and restated for the
sole purpose of bringing them into compliance with Section 409A.
The Amended and Restated Employment Agreements with Messrs. Williams,
Janosco and Hagan are filed herewith as Exhibits 10.7 through 10.12.
On October 23, 2007, the Bank and the Company entered into Amended and
Restated Change of Control Agreements with Gerald P. Ciejka, Vice President,
General Counsel and Director of Human Resources; Rebecca S. Kozaczka, Vice
President; Deborah J. McCarthy, Vice President and Director of Operations;
Allen J. Miles, III, Senior Vice President and Senior Lender; and Leo R. Sagan,
Jr., Vice President and Comptroller. The change of control agreements were
amended and restated for the sole purpose of bringing them into compliance with
Section 409A.
The form of Amended and Restated Change of Control Agreement by and among
certain officers, the Registrant and the Bank is filed herewith as Exhibit
10.13.
Item 9.01 Financial Statements and Exhibits
The following exhibits are furnished with this report:
Exhibit No. Description
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10.5 Amended and Restated Benefit Restoration Plan of Westfield
Financial, Inc.
10.7 Amended and Restated Employment Agreement between Donald A.
Williams and Westfield Bank
10.8 Amended and Restated Employment Agreement between Michael J.
Janosco, Jr. and Westfield Bank
10.9 Amended and Restated Employment Agreement between James C. Hagan
and Westfield Bank
10.10 Amended and Restated Employment Agreement between Donald A.
Williams and Westfield Financial, Inc.
10.11 Amended and Restated Employment Agreement between Michael J.
Janosco, Jr. and Westfield Financial, Inc.
10.12 Amended and Restated Employment Agreement between James C. Hagan
and Westfield Financial, Inc.
10.13 Form of Amended and Restated Change of Control Agreement by and
among certain officers, Westfield Financial, Inc. and Westfield
Bank
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: October 25, 2007
EXHIBIT INDEX
Exhibit No. Description
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10.5 Amended and Restated Benefit Restoration Plan of Westfield
Financial, Inc.
10.7 Amended and Restated Employment Agreement between Donald A.
Williams and Westfield Bank
10.8 Amended and Restated Employment Agreement between Michael J.
Janosco, Jr. and Westfield Bank
10.9 Amended and Restated Employment Agreement between James C.
Hagan and Westfield Bank
10.10 Amended and Restated Employment Agreement between Donald A.
Williams and Westfield Financial, Inc.
10.11 Amended and Restated Employment Agreement between Michael J.
Janosco, Jr. and Westfield Financial, Inc.
10.12 Amended and Restated Employment Agreement between James C.
Hagan and Westfield Financial, Inc.
10.13 Form of Amended and Restated Change of Control Agreement by
and among certain officers, Westfield Financial, Inc. and
Westfield Bank