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): October 22, 2019

 

WESTERN NEW ENGLAND BANCORP, INC.

(Exact name of registrant as specified in its charter)

 
Massachusetts   001-16767   73-1627673

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

141 Elm Street

Westfield, Massachusetts 01085

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (413) 568-1911

 

N/A

(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))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class  

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.01 par value per share   WNEB   NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ 

     
 

  

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 22, 2019, William J. Wagner and Western New England Bancorp’s (the “Company”) wholly-owned subsidiary, Westfield Bank (the “Bank”), entered into an amendment (the “Amendment”) to Mr. Wagner’s employment agreement, dated April 4, 2016 (the “Agreement”). Pursuant to the terms of the Amendment, effective October 22, 2019, Mr. Wagner will become an Employee Adviser to the Executive Committee of the Board of Directors of the Bank and will cease serving as the Company’s Chief Business Development Officer.

The Amendment extends the term of the Agreement for two years, with Mr. Wagner’s employment term expiring on October 21, 2021. In addition, the Amendment provides for an annual salary for Mr. Wagner of $237,500, which in the aggregate is equal to the payment amount that Mr. Wagner was entitled to receive under the Agreement in consideration for Mr. Wagner’s compliance with the terms of the Agreement’s non-compete provision. The Amendment provides that if Mr. Wagner is terminated from employment from the Bank, he will be subject a non-compete that expires on October 21, 2021 and will not be entitled to any additional payment in connection with the non-compete provision.

During the term of the Amendment, Mr. Wagner will be treated as an employee of the Bank and will be entitled to customary benefit and compensation plans as may be maintained by the Bank. On October 22, 2019 the Bank will transfer ownership of Mr. Wagner’s current Bank-owned automobile to Mr. Wagner and provide Mr. Wagner with a car allowance of $168.00 per month in lieu of mileage reimbursement.

The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. 

 

 Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit 

    No.    

  Exhibit
     
10.1   Amendment to Employment Agreement dated as of October 22, 2019, between William J. Wagner and Westfield Bank

 

     
 

 

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 hereunto duly authorized.

 

  WESTERN NEW ENGLAND BANCORP, INC.
   
   
  By: /s/ Gerald P. Ciejka
    Gerald P. Ciejka
    SVP General Counsel

     

Dated: October 25, 2019 

 

 

     

 

 

WESTERN NEW ENGLAND BANCORP, INC. 8-K

 

Exhibit 10.1

 

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to the Employment Agreement (the “First Amendment”), dated October 22, 2019 (the “Effective Date”), is entered into by and between WESTFIELD BANK, a federally chartered savings bank (the “Bank”) and William J. Wagner (the “Executive”).

WHEREAS, the Bank and Executive are parties to an Employment Agreement dated as of April 4, 2016 (the “Agreement”) which will otherwise expire on October 21, 2019; and

WHEREAS, the Bank and Executive desire to amend and extend the Agreement by way of this First Amendment; and

WHEREAS, except as modified by the First Amendment, it is the parties’ intention that the Agreement shall otherwise remain in full force and effect according to its terms.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and in the Agreement, the parties, intending to be legally bound, agree to modify the Agreement in the following respects:

1.       

Section 2(a) of the Agreement is deleted in its entirety and replaced with the following:

(a)       

The terms and conditions of this Agreement shall be and remain in effect during the period of employment established under this section 2 (“Employment Period”). The Employment Period shall be for a term of two (2) years beginning on the October 21, 2019 and ending on October 21, 2021. Any reference in this Agreement to the term “Remaining Unexpired Employment Period” as of any date shall mean the period beginning on such date and ending on October 21, 2021.

2.       

Section 3 of the Agreement is deleted in its entirety and replaced with the following:

The Executive shall serve as an Employee Adviser to the Executive Committee, having such power, authority and responsibility and performing such duties as are prescribed by the Bank and as are customarily associated with such position. Subject to Section 7 of this Agreement, the Executive shall devote his full business time and attention (other than during weekends, holidays, approved vacation periods, and periods of illness or approved leaves of absence) to the business and affairs of the Bank and shall use his best efforts to advance the interests of the Bank.

3.       

Section 4 of the Agreement is deleted in its entirety and replaced with the following:

In consideration for the services to be rendered by the Executive hereunder, the Bank shall pay to him a salary at an annual rate of $237,500, payable in approximately equal installments in accordance with the Bank’s customary payroll practices. In addition to salary, the Executive may receive other cash compensation from the Bank for services hereunder at such times, in such amounts and on such terms and conditions as the Bank’s management may determine from time to time.

     
 

4.       

Section 5 of the Agreement is deleted in its entirety and replaced with the following:

During the Employment Period, the Executive shall be treated as an employee of the Bank and shall be entitled to participate in and receive benefits under any and all qualified or non-qualified retirement, pension, savings, profit-sharing or stock bonus plans, any and all group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans, and any other employee benefit and compensation plans (including, but not limited to, any incentive compensation plans or programs, stock option and appreciation rights plans and restricted stock plans) as may from time to time be maintained by, or cover employees of, the Bank in accordance with the terms and conditions of such employee benefit plans and programs and compensation plans and programs and consistent with the Bank’s customary practices; provided, however, that Executive shall no longer be entitled to any payments related to country club or golf club memberships. On October 21, 2019, the Bank shall transfer ownership of Executive’s current Bank-owned automobile to the Executive and shall provide a car allowance of One Hundred Sixty-Eight and 00/100 Dollars ($168.00) per month in lieu of mileage reimbursement.

5.       

Subsection 9(a)(i)(B) of the Agreement is deleted in its entirety.

6.       

Section 13 of the Agreement is deleted in its entirety and replaced with the following:

The Executive hereby covenants and agrees that, in the event of his termination of employment with the Bank, for the period from (i) the date of his termination of employment with the Bank to (ii) October 21, 2021, he shall not, without the written consent of the Bank, become an officer, employee, consultant, director or trustee of any savings bank, savings and loan association, savings and loan holding company, bank or bank holding company, credit union, or any direct or indirect subsidiary or affiliate of any such entity, that entails working within Hampden county or any other county in which the Company or the Bank maintains an office; provided, however, that this section 13 and section 15 shall not apply if the Executive is entitled to benefits under section 12.

7.       

Section 18 of the Agreement is deleted in its entirety and replaced with the following: 

Any communication required or permitted to be given under this Agreement, including any notice, direction, designation, consent, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is delivered personally, or five (5) days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such party at the address listed below or at such other address as one (1) such party may by written notice specify to the other party:

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If to the Executive:

 

Mr. William J. Wagner

To the most recent address on file with the Bank

 

If to the Bank:

 

Westfield Bank

141 Elm Street

Westfield, Massachusetts 01085

 

Attention: Chairman of the Board of Directors

 

with a copy to:

 

Wiggin and Dana LLP

800 17th Street, NW, Suite 520

Washington, D.C. 20006

 

Attention: Christian H. Chandler

 

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this First Amendment as of the date first written above.

 

ATTEST:   EXECUTIVE
     
/s/ Gerald Ciejka     /s/ William J. Wagner  
    William J. Wagner
     
     
    WESTFIELD BANK
     
    /s/ James C. Hagan  
    James C. Hagan
    President and Chief Executive Officer

 

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