1.
|
the
election of three directors to the Board of
Directors;
|
2.
|
the
ratification of the appointment of Grant Thornton LLP as the independent
registered public accounting firm
for the Company for the year ending December 31, 2007;
and
|
By
Order of the Board of Directors
|
|
Diane
P. Wilson
|
|
Corporate
Secretary
|
Name
and Address of
Beneficial
Owners
|
Amount
of Shares
Owned
and Nature
of
Beneficial
Ownership(1)
|
Percent
of Shares
of
Common Stock
Outstanding
|
|||||
Principal
Stockholders:
|
|||||||
United
Mutual Holding Company
95
Elm Street
West
Springfield, Massachusetts 01089
|
9,189,722
|
53.65
|
%
|
||||
United
Mutual Holding Company(2)
and
all Directors and Executive Officers
as
a group (17 persons)
|
9,567,739
|
55.86
|
%
|
(1)
|
A
person is deemed to be the beneficial owner, for purposes of this
table,
of any shares of Common Stock if he has shared voting or investment
power
with respect to such security, or has a right to acquire beneficial
ownership at any time within 60 days from the Record Date. As used
herein, “voting power” is the power to vote or direct the voting of shares
and “investment power” is the power to dispose or direct the disposition
of shares. Includes all shares held directly as well as by spouses
and
minor children, in trust and other indirect ownership, over which
shares
the named individuals effectively exercise sole or shared voting
and
investment power.
|
(2)
|
The
Company’s executive officers and directors are also executive officers
and
directors of the MHC. Excluding shares held by the MHC, the Company’s
executive officers and directors owned an aggregate of 378,017
shares, or
2.21% of the outstanding shares.
|
Names
and Addresses (1)
|
Age(2)
|
Positions
Held
|
Director
Since(3)
|
Current
Term to Expire
|
Shares
of Common Stock Beneficially Owned on Record Date (4)
|
Percent
of Class
|
||||||
NOMINEES
|
||||||||||||
Michael
F. Crowley
|
49
|
Director
|
2001
|
2007
|
24,500(5)
|
*
|
||||||
Carol
Moore Cutting
|
58
|
Director
|
2001
|
2007
|
12,150(6)
|
*
|
||||||
Carol
A. Leary
|
59
|
Director
|
2001
|
2007
|
14,500
|
*
|
||||||
|
||||||||||||
DIRECTORS
CONTINUING IN OFFICE
|
||||||||||||
|
||||||||||||
Richard
B. Collins
|
64
|
Director,
President and Chief Executive Officer
|
2002
|
2008
|
82,390(7)
|
*
|
||||||
G.
Todd Marchant
|
68
|
Director
|
1991
|
2008
|
11,500(8)
|
*
|
||||||
Kevin
E. Ross
|
54
|
Director
|
1991
|
2009
|
12,000
|
*
|
||||||
Robert
A. Stewart, Jr.
|
55
|
Director
|
1991
|
2009
|
12,000
|
*
|
||||||
Thomas
H. Themistos
|
67
|
Director
|
2004
|
2009
|
11,900
|
*
|
||||||
Michael
F. Werenski
|
47
|
Director
|
1991
|
2008
|
39,500(9)
|
*
|
||||||
|
||||||||||||
DIRECTOR
NOT CONTINUING IN OFFICE
|
||||||||||||
|
||||||||||||
Robert
W. Bozenhard, Jr.
|
72
|
Chairman
of the Board of Directors
|
1984
|
2007
|
19,500
|
*
|
||||||
|
||||||||||||
|
||||||||||||
EXECUTIVE
OFFICERS WHO ARE NOT DIRECTORS
|
||||||||||||
Keith
E. Harvey
|
59
|
Executive
Vice President, Operations and Retail Sales
|
N/A
|
N/A
|
36,783
|
*
|
||||||
Mark
A. Roberts
|
43
|
Executive
Vice President and
Chief
Financial Officer
|
N/A
|
N/A
|
20,900
|
*
|
||||||
J.
Jeffrey Sullivan
|
43
|
Executive
Vice President and Chief Lending Officer
|
N/A
|
N/A
|
31,775
|
*
|
||||||
John
J. Patterson
|
60
|
Senior
Vice President, Risk Management
|
N/A
|
N/A
|
18,514(10)
|
*
|
||||||
William
Clark
|
42
|
Senior
Vice President, Residential Lending
|
N/A
|
N/A
|
14,778
|
*
|
||||||
Laurie
J. Rollins
|
48
|
Vice
President,
Treasurer
|
N/A
|
N/A
|
8,317(11)
|
*
|
||||||
Dena
M. Hall
|
33
|
Vice
President, Marketing and Community Relations
|
N/A
|
N/A
|
7,010(12)
|
*
|
||||||
|
||||||||||||
All
Directors and Executive Officers as a Group (17 persons)
|
378,017(13)
|
2.21
|
(1)
|
The
mailing address for each person listed is 95 Elm Street, West Springfield,
Massachusetts 01089.
|
(2)
|
As
of March 5, 2007.
|
(3)
|
Reflects
initial appointment to the Board of Directors of the mutual predecessor
of
United Bank.
|
(4)
|
See
definition of “beneficial ownership” in the table in “Security Ownership
of Certain Beneficial Owners.” Share amounts include shares allocated to
executive officers in the ESOP.
|
(5)
|
Includes
5,000 shares of common stock held in Mr. Crowley’s individual retirement
account, 4,000 shares of common stock held by Mr. Crowley as custodian
for
his son and 3,000 shares of common stock held by Mr. Crowley as
custodian
for his daughter.
|
(6)
|
Includes
2,500 shares of common stock held in Ms. Cutting’s individual retirement
account and 50 shares of common stock held by a
corporation.
|
(7)
|
Includes
15,000 shares of common stock held by Mr. Collins’
spouse.
|
(8)
|
Includes
2,000 shares of common stock held in a
trust.
|
(9)
|
Includes
4,600 shares of common stock held by Mr. Werenski’s spouse’s individual
retirement account, 5,600 shares of common stock held in Mr. Werenski’s
individual retirement accounts and 200 shares of common stock held
by Mr.
Werenski’s spouse.
|
(10)
|
Includes
1,777 shares of common stock held in Mr. Patterson’s individual retirement
account.
|
(11)
|
Includes
shares of common stock held in a joint account with Ms. Rollins’
son.
|
(12)
|
Includes
shares of common stock held in a joint account with Ms. Hall’s
spouse.
|
(13)
|
Includes
4,606 shares of common stock allocated to the accounts of executive
officers under the ESOP and excludes the remaining 577,171 shares
of
common stock (representing 3.4% of the shares of common stock outstanding
as of the Record Date) owned by the ESOP for the benefit of the
employees
of the Company and the Bank. Under the terms of the ESOP, shares
of common
stock allocated to the account of employees are voted in accordance
with
the instructions of the respective employees. Unallocated shares
are voted
by the ESOP trustee in the manner calculated to most accurately
reflect
the instructions it has received from the participants regarding
the
allocated shares, unless its fiduciary duties require
otherwise.
|
*
|
Less
than three-tenths of 1%.
|
·
|
Legal
fees paid to the law firm of Bozenhard, Socha & Ely, of which Director
Bozenhard is a partner, which did not exceed
$36,000;
|
·
|
Sponsorships,
grants and tuition given to Bay Path College, of which Director
Leary is
President, which did not exceed
$20,000;
|
·
|
Grants
given to the GoFit Foundation, of which Director Leary is a board
member,
which amounted to approximately
$5,000;
|
·
|
Advertising
on Cutting Edge Broadcasting Incorporated, a radio station of which
Director Cutting is President and General Manager, which did not
exceed
$17,400;
|
·
|
The
auto insurance discounts offered to our employees by Ross Insurance
Agency, Inc., of which Director Ross is Vice President and Treasurer;
|
·
|
The
residential appraisal services fees paid to Marion & Werenski
Insurance and Real Estate Agency, of which Director Werenski is
President
and Treasurer, which did not exceed $150;
and
|
·
|
The
fees paid for commercial appraisal services to Crowley Real Estate
Appraisers, Inc., of which Director Michael F. Crowley is President,
which
did not exceed $2,500.
|
Independent
Director
|
Aggregate
Amount Outstanding at December 31, 2006
|
|||
Michael
F. Crowley
|
$
|
-
|
||
Carol
Moore Cutting
|
60,682
|
|||
Carol
A. Leary
|
-
|
|||
G.
Todd Marchant
|
-
|
|||
Kevin
E. Ross
|
161,743
|
|||
Robert
A. Stewart, Jr.
|
296,350
|
|||
Thomas
H. Themistos
|
171,991(1
|
)
|
||
Michael
F. Werenski
|
38,884
|
|||
Robert
W. Bozenhard, Jr.
|
-
|
|||
_______________ | ||||
(1) Represents the aggregate of three loans from the Bank to Mr. Themistos’ brother. |
·
|
to
lead the search for individuals qualified to become members of
the Board
and to select director nominees to be presented for stockholder
approval;
|
·
|
to
review and monitor compliance with Nasdaq Stock Market listing
requirements for board
independence;
|
·
|
to
make recommendations to the Board regarding the size and composition
of
the Board and develop and recommend to the Board criteria for the
selection of individuals to be considered for election or re-election
to
the Board; and
|
·
|
to
review the committee structure and make recommendations to the
Board
regarding committee membership.
|
·
|
has
the highest personal and professional ethics and integrity and
whose
values are compatible with the
Company’s;
|
·
|
has
had experiences and achievements that have given him or her the
ability to
exercise and develop good business
judgment;
|
·
|
is
willing to devote the necessary time to the work of the Board and
its
committees, which includes being available for Board and committee
meetings;
|
·
|
is
familiar with the communities in which the Company operates and/or
is
actively engaged in community
activities;
|
·
|
is
involved in other activities or interests that do not create a
conflict
with his or her responsibilities to the Company and its stockholders;
and
|
·
|
has
the capacity and desire to represent the balanced, best interests
of the
stockholders of the Company as a group, and not primarily a special
interest group or constituency.
|
·
|
a
statement that the writer is a stockholder and is proposing a candidate
for consideration by the Governance
Committee;
|
·
|
the
name and address of the stockholder as he or she appears on the
Company’s
books, and number of shares of the Company’s common stock that are owned
beneficially by such stockholder (if the stockholder is not a holder
of
record, appropriate evidence of the stockholder’s ownership will be
required);
|
·
|
the
name, address and contact information for the candidate, and the
number of
shares of common stock of the Company that are owned by the candidate
(if
the candidate is not a holder of record, appropriate evidence of
the
stockholder’s ownership should be
provided);
|
·
|
a
statement of the candidate’s business and educational
experience;
|
·
|
such
other information regarding the candidate as would be required
to be
included in the proxy statement pursuant to SEC Regulation
14A;
|
·
|
a
statement detailing any relationship between the candidate and
any
customer, supplier or competitor of the
Company;
|
·
|
detailed
information about any relationship or understanding between the
proposing
stockholder and the candidate; and
|
·
|
a
statement that the candidate is willing to be considered and willing
to
serve as a Director if nominated and
elected.
|
·
|
forward
the communication to the Director or Directors to whom it is
addressed;
|
·
|
attempt
to handle the inquiry directly, for example where it is a request
for
information about the Company or it is a stock-related matter;
or
|
·
|
not
forward the communication if it is primarily commercial in nature,
relates
to an improper or irrelevant topic, or is unduly hostile, threatening,
illegal or otherwise inappropriate.
|
·
|
retaining,
overseeing and evaluating an independent registered public accounting
firm
to audit the Company’s annual financial
statements;
|
·
|
in
consultation with the independent registered public accounting
firm and
the internal auditor, reviewing the integrity of the Company’s financial
reporting processes, both internal and
external;
|
·
|
approving
the scope of the audit in advance;
|
·
|
reviewing
the financial statements and the audit report with management and
the
independent registered public accounting
firm;
|
·
|
considering
whether the provision by the external auditors of services not
related to
the annual audit and quarterly reviews is consistent with maintaining
the
registered public accounting firm
independence;
|
·
|
reviewing
earnings and financial releases and quarterly reports filed with
the
SEC;
|
·
|
consulting
with the internal audit staff and reviewing management’s administration of
the system of internal accounting
controls;
|
·
|
approving
all engagements for audit and non-audit services by the independent
registered public accounting firm;
and
|
·
|
reviewing
the adequacy of the audit committee
charter.
|
·
|
reviewed
and discussed with management and the independent registered public
accounting firm the Company’s audited consolidated financial statements
for the year ended December 31,
2006;
|
·
|
discussed
with the independent registered public accounting firm of the Company
the
matters required to be discussed by Statement on Auditing Standards
No.
61, Communications
with Audit Committees,
as amended; and
|
·
|
received
the written disclosures and the letter from the independent registered
public accounting firm required by Independence Standards Board
Standard
No. 1, Independence
Discussions with Audit Committees,
and has discussed with the independent registered public accounting
firm
their independence.
|
·
|
Reward
executives for enhancing long-term shareholder value
|
·
|
Balance
rewards for the achievement of both short-term and long-term Bank
and
individual objectives
|
·
|
Encourage
ownership of Company common stock
|
·
|
Tie
annual and long-term cash and stock incentives to the achievement
of
measurable corporate and individual
performance
|
·
|
Align
the interests of executives with the interests of stockholders
in the
creation of long-term shareholder
value
|
Bank
|
Asset
Size (in
millions)
As
of 12/31/05
|
|||
Financial
Institutions Inc.
|
$
|
2,022
|
||
Camden
National Corp.
|
$
|
1,653
|
||
Arrow
Financial Corp.
|
$
|
1,520
|
||
Bancorp
Rhode Island Inc.
|
$
|
1,442
|
||
Merchants
Bancshares Inc.
|
$
|
1,075
|
||
Canandaigua
National Corp.
|
$
|
1,072
|
||
Rockville
Financial, Inc. (MHC)
|
$
|
1,056
|
||
First
National Lincoln Corp.
|
$
|
1,042
|
||
Alliance
Financial Corp.
|
$
|
980
|
||
Enterprise
Bancorp, Inc.
|
$
|
918
|
||
MASSBANK
Corp.
|
$
|
899
|
||
NewMil
Bancorp Inc.
|
$
|
873
|
||
Benjamin
Franklin Bancorp Inc.
|
$
|
867
|
||
Westbank
Corp. (now NewAlliance Bancshares, Inc.)
|
$
|
809
|
||
Westfield
Financial Inc. (MHC)
|
$
|
805
|
||
Legacy
Bancorp
|
$
|
778
|
||
Wilber
Corporation
|
$
|
753
|
||
Bar
Harbor Bankshares
|
$
|
748
|
||
Chemung
Financial Corp.
|
$
|
718
|
||
SI
Financial Group Inc. (MHC)
|
$
|
692
|
Executive
|
Threshold
|
Target
|
Maximum
|
|||
Richard
B. Collins
|
15.0%
|
30.0%
|
40.5%
|
|||
Mark
A. Roberts
|
12.5
|
25.0
|
33.75
|
|||
Keith
E. Harvey
|
12.5
|
25.0
|
33.75
|
|||
J.
Jeffrey Sullivan
|
12.5
|
25.0
|
33.75
|
|||
John
J. Patterson
|
10.0
|
20.0
|
27.0
|
SUMMARY
COMPENSATION TABLE
|
||||||||||||||||||||||||||||
Name
and principal position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
awards1 ($)
|
Option
awards ($)2
|
Non-equity
incentive plan compensation ($)3
|
Change
in pension value and nonqualified deferred compensation earnings
($)
|
All
other compensation ($)
|
Total
($)
|
|||||||||||||||||||
Richard
B. Collins
President,
Chief Executive Officer and Director
|
2006
|
$
|
348,551
|
$
|
—
|
$
|
83,433
|
$
|
54,921
|
$
|
52,530
|
$
|
209,536
|
$
|
36,384
|
4 |
$
|
785,355
|
||||||||||
Donald
F. X. Lynch
|
2006
|
51,271
|
—
|
—
|
—
|
—
|
54,606
|
181,097
|
5 |
286,974
|
||||||||||||||||||
Mark
A. Roberts
Executive
Vice President and Chief Financial Officer6
|
2006
|
81,730
|
—
|
15,902
|
16,019
|
10,216
|
N/A
|
995
|
124,862
|
|||||||||||||||||||
Keith
E. Harvey, Executive Vice President for Operations and Retail
Sales
|
2006
|
169,660
|
—
|
24,094
|
16,019
|
21,325
|
87,743
|
19,694
|
338,535
|
|||||||||||||||||||
J.
Jeffrey Sullivan, Executive Vice President and Chief Lending
Officer
|
2006
|
169,533
|
—
|
24,094
|
16,019
|
21,325
|
11,633
|
19,575
|
262,179
|
|||||||||||||||||||
John
J. Patterson, Senior Vice President, Risk Management
|
2006
|
139,031
|
—
|
41,086
|
28,722
|
13,980
|
55,674
|
16,594
|
295,087
|
GRANTS
OF PLAN-BASED AWARDS FOR THE YEAR ENDED DECEMBER 31,
2006
|
||||||||||||||||||||||||||||||||||
All other
|
Grant
|
|||||||||||||||||||||||||||||||||
Estimated possible payouts
|
Estimated possible
|
All other
|
option
|
Exercise
|
Date
|
|||||||||||||||||||||||||||||
under non-equity
|
payouts under equity
|
stock
|
awards:
|
or base
|
Fair
|
|||||||||||||||||||||||||||||
incentive plan awards
1
|
incentive plan awards
|
awards:
|
number of
|
price
|
Value of
|
|||||||||||||||||||||||||||||
number of
|
securities
|
of option
|
Stock and
|
|||||||||||||||||||||||||||||||
Grant |
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
shares or
|
underlying
|
awards
|
Option
|
||||||||||||||||||||||||
Name
|
date
|
($)
|
($)
|
($)
|
(#)
|
(#)
|
(#)
|
units (#)2
|
options (#)2
|
($/Sh)
|
Awards3
|
|||||||||||||||||||||||
Richard
B.
|
8/17/06
|
N/A
|
N/A
|
N/A
|
50,500
|
118,000
|
$
|
12.85
|
1,076,085
|
|||||||||||||||||||||||||
Collins
|
1/19/06
|
52,530
|
105,060
|
141,831
|
||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||
Mark
A.
|
8/17/06
|
N/A
|
N/A
|
N/A
|
16,500
|
59,000
|
12.85
|
425,605
|
||||||||||||||||||||||||||
Roberts
|
1/19/06
|
15,625
|
31,250
|
42,187
|
||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||
Keith
E.
|
8/17/06
|
N/A
|
N/A
|
N/A
|
25,000
|
59,000
|
12.85
|
534,830
|
||||||||||||||||||||||||||
Harvey
|
1/19/06
|
21,325
|
42,650
|
57,777
|
||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||
J.
Jeffrey
|
8/17/06
|
N/A
|
N/A
|
N/A
|
25,000
|
59,000
|
12.85
|
534,830
|
||||||||||||||||||||||||||
Sullivan
|
1/19/06
|
21,325
|
42,650
|
57,577
|
||||||||||||||||||||||||||||||
John
J.
|
8/17/06
|
N/A
|
N/A
|
N/A
|
13,500
|
33,500
|
12.85
|
294,745
|
||||||||||||||||||||||||||
Patterson
|
1/19/06
|
13,980
|
27,960
|
37,746
|
1
|
All
awards presented are pursuant to the Bank’s Annual Incentive
Plan.
|
2 |
Awards
presented are pursuant to the Company’s 2006 Stock-Based Incentive Plan.
|
3 |
All
option awards were granted on August 17, 2006 and are valued at
$3.62 per
option, based upon the Black-Scholes valuation model using the
following
assumptions: (1) expected term of option, 6.5 years; (2) annual
volatility
of common stock, 25%; (3) expected dividend yield of common stock,
2%; and
(4) risk-free interest rate, 4.82% per
annum.
|
Plan
|
Number
of Securities to be Issued upon Exercise of Outstanding Options
and
Rights
|
Weighted
Average
Exercise
Price
|
Number
of Securities
Remaining
Available for Issuance under Plan
|
Equity
compensation plans approved by stockholders
|
756,500
|
$
12.88
|
86,593
|
Equity
compensation plans not approved by stockholders
|
—
|
—
|
—
|
Total
|
756,500
|
$ 12.88
|
86,593
|
OUTSTANDING
EQUITY AWARDS AT DECEMBER 31, 20061
|
||||||||||||||||||||||||||||
Option
awards
|
Stock
awards
|
|||||||||||||||||||||||||||
Name
|
Number
of securities underlying unexercised options (#)
exercisable
|
Number
of securities underlying unexercised options (#)
unexercisable
|
Equity
incentive plan awards: number of securities underlying unexercised
earned
options
(#)3
|
Option
exercise price
($)
|
Option
expiration date
|
Number
of shares or units of stock that have not vested
(#)2
|
Market
value of shares or units of stock that have not vested
($)2
|
Equity
incentive plan awards: number of unearned shares, units or other
rights
that
have
not vested
(#)3
|
Equity
incentive plan awards: market or payout value of unearned shares,
units or
other rights that have not vested
($)3
|
|||||||||||||||||||
Richard
B. Collins
|
—
|
118,000
|
N/A
|
$
|
12.85
|
8/17/16
|
50,500
|
696,900
|
N/A
|
N/A
|
||||||||||||||||||
Mark
A. Roberts
|
—
|
59,000
|
N/A
|
$
|
12.85
|
8/17/16
|
16,500
|
227,700
|
N/A
|
N/A
|
||||||||||||||||||
Keith
E. Harvey
|
—
|
59,000
|
N/A
|
$
|
12.85
|
8/17/16
|
25,000
|
345,000
|
N/A
|
N/A
|
||||||||||||||||||
J.
Jeffrey Sullivan
|
—
|
59,000
|
N/A
|
$
|
12.85
|
8/17/16
|
25,000
|
345,000
|
N/A
|
N/A
|
||||||||||||||||||
John
J. Patterson
|
—
|
33,500
|
N/A
|
$
|
12.85
|
8/17/16
|
13,500
|
186,300
|
N/A
|
N/A
|
1 |
All
equity awards reflected in this table were granted pursuant to
the
Company’s 2006 Stock-Based Incentive Plan, described above in this proxy
statement. The dollar values in the table reflect the closing
price of
$13.80 per share as of December 29,
2006.
|
2 |
All
common stock awards granted to Named Executive Officers vest
at a rate of
20% per year over five years beginning on August 17, 2007, the
first
anniversary of the grants.
|
3 |
Inapplicable,
as no performance-based tests were applicable to grants of options
or
common stock in 2006.
|
PENSION
BENEFITS AT AND FOR THE YEAR ENDED DECEMBER 31,
2006
|
||||||||
Name
|
Plan
name
|
Number
of years credited service (#)
|
Present
value of accumulated benefit ($)
|
Payments
during last fiscal year ($)
|
||||
Richard
B. Collins
|
Defined
Benefit Pension Plan
|
5
|
153,573
|
—
|
||||
Executive
Supplemental Compensation Agreement
|
5
|
544,355
|
—
|
|||||
Donald
F.X. Lynch
|
Defined
Benefit Pension Plan
|
33
|
347,590
|
—
|
||||
Executive
Supplemental Compensation Agreement
|
33
|
106,320
|
—
|
|||||
Mark
A. Roberts
|
Defined
Benefit Pension Plan
|
—
|
N/A
|
N/A
|
||||
Keith
E. Harvey
|
Defined
Benefit Pension Plan
|
22
|
358,749
|
—
|
||||
Executive
Supplemental Compensation Agreement
|
22
|
58,018
|
—
|
|||||
J.
Jeffrey Sullivan
|
Defined
Benefit Pension Plan
|
3
|
25,230
|
—
|
||||
John
J. Patterson
|
Defined
Benefit Pension Plan
|
13
|
211,880
|
—
|
||||
Executive
Supplemental Compensation Agreement
|
13
|
122,817
|
—
|
Voluntary
Resignation
|
Early
Retirement
|
Normal
Retirement
|
Involuntary
Termination
|
Involuntary
Termination for cause
|
Involuntary
Termination after change in control
|
Disability
|
Death
|
||||||||||||||||||
Richard
B. Collins
|
|||||||||||||||||||||||||
SERP1
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
544,355
|
2 |
$
|
1,200,000
|
3 | |||||||
2006
Stock Based Incentive Plan4
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
809,000
|
$
|
809,000
|
$
|
809,000
|
|||||||||
Employment
Agreement
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
1,431,883
|
5 |
$
|
―
|
$
|
1,431,883
|
6 |
$
|
555,100
|
7 |
$
|
362,455
|
8 | |||||
Mark
A. Roberts
|
|||||||||||||||||||||||||
2006
Stock Based Incentive Plan9
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
283,750
|
$
|
283,750
|
$
|
283,750
|
|||||||||
Change
in Control Agreement
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
306,629
|
10 |
$
|
―
|
$
|
―
|
||||||||
Keith
E. Harvey
|
|||||||||||||||||||||||||
SERP
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
58,018
|
$
|
603,477
|
11 | ||||||||
2006
Stock Based Incentive Plan12
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
401,050
|
$
|
401,050
|
$
|
401,050
|
|||||||||
Change
in Control Agreement
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
479,111
|
13 |
$
|
―
|
$
|
―
|
||||||||
J.
Jeffrey Sullivan
|
|||||||||||||||||||||||||
2006
Stock Based Incentive Plan14
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
401,050
|
$
|
401,050
|
$
|
401,050
|
|||||||||
Change
in Control Agreement
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
477,994
|
15 |
$
|
―
|
$
|
―
|
||||||||
John
J. Patterson
|
|||||||||||||||||||||||||
SERP
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
122,817
|
16 |
$
|
247,167
|
17 | |||||||
2006
Stock Based Incentive Plan18
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
―
|
$
|
218,125
|
$
|
218,125
|
$
|
218,125
|
DIRECTOR
COMPENSATION TABLE FOR THE YEAR ENDED DECEMBER 31,
2006
|
||||||||||||||||||||||
Name
|
Fees
earned or paid in cash ($)
|
Stock
awards
($)1,
2
|
Option
awards
($)
1, 3
|
Non-equity
incentive plan compensation ($)
|
Change
in pension value and nonqualified deferred compensation earnings
($)8
|
All
other compensation ($)
|
Total
($)
|
|||||||||||||||
Robert
W. Bozenhard, Jr.
|
$
|
41,250
|
$
|
61,038
|
9 |
$
|
37,105
|
9 |
N/A
|
10,878
|
475
|
$
|
150,746
|
|||||||||
Michael
F. Crowley
|
34,600
|
9,156
|
5,566
|
N/A
|
2,987
|
475
|
52,784
|
|||||||||||||||
Carol
Moore Cutting
|
33,600
|
9,156
|
5,566
|
N/A
|
5,711
|
475
|
54,508
|
|||||||||||||||
Donald
G. Helliwell 4
|
13,750
|
—
|
—
|
N/A
|
10,509
|
11,725
|
6 |
35,984
|
||||||||||||||
George
W. Jones 5
|
12,900
|
—
|
—
|
N/A
|
—
|
10 |
11,725
|
7 |
24,625
|
|||||||||||||
Carol
A. Leary
|
33,300
|
9,156
|
5,566
|
N/A
|
6,094
|
475
|
54,591
|
|||||||||||||||
G.
Todd Marchant
|
34,050
|
61,038
|
9 |
37,105
|
9 |
N/A
|
18,023
|
475
|
150,691
|
|||||||||||||
Kevin
E. Ross
|
34,150
|
9,156
|
5,566
|
N/A
|
5,374
|
475
|
54,721
|
|||||||||||||||
Robert
A. Stewart, Jr.
|
30,750
|
9,156
|
5,566
|
N/A
|
9,749
|
475
|
55,696
|
|||||||||||||||
Thomas
H. Themistos
|
34,150
|
9,156
|
5,566
|
N/A
|
—
|
475
|
49,347
|
|||||||||||||||
Michael
F. Werenski
|
35,700
|
9,156
|
5,566
|
N/A
|
8,790
|
475
|
59,687
|
1
|
At
December 31, 2006, the aggregate number of share awards and
the aggregate
number of option awards granted to directors under the Company’s 2006
Stock-Based Incentive Plan were 85,500 shares and 184,500 options,
respectively.
|
2
|
The
grant date fair value of each stock award was
$12.85.
|
3 |
The
grant date fair value of options awarded during 2006 was $3.62
per option,
based upon the Black-Scholes valuation model using the following
assumptions: (1) expected term of option, 6.5 years; (2) annual
volatility
of common stock, 25%; (3) expected dividend yield of common stock,
2%; and
(4) risk-free interest rate, 4.82% per annum. No options were
repriced
during the year ended December 31,
2006.
|
4 |
Director
Helliwell retired from the Board of Directors on April 20,
2006.
|
5 |
Director
Jones retired from the Board of Directors on April 20,
2006.
|
6 |
Includes
a retirement payout of $11,250 under the Directors Fee Continuation
Plan,
described below.
|
7 |
Includes
a retirement payout of $11,250 under the Directors Fee Continuation
Plan,
described below.
|
8 |
Represents
the difference in the present value of the accumulated benefit
between
December 31, 2005 and December 31, 2006 under the Directors Fee
Continuation Plan, described below. In calculating present value,
a 6.5%
discount rate was used and the accounting methodology of APB No.
12 was
used.
|
9 |
The
dollar values for the stock and option awards to Directors Bozenhard
and
Marchant reflect the fact that these directors were eligible for
retirement at December 31, 2006.
|
10 |
For
the year ended December 31, 2006, the present value of the accumulated
benefit under the Directors Fee Continuation Plan for Mr. Jones
decreased
by $4,243.
|
BY
ORDER OF THE BOARD OF DIRECTORS
|
|
Diane
P. Wilson
|
|
Secretary
|
ý PLEASE
MARK VOTES
AS
IN
THIS EXAMPLE
|
REVOCABLE
PROXY
UNITED
FINANCIAL BANCORP, INC.
|
For
|
With-
hold
|
For
All
Except
|
|||
ANNUAL
MEETING OF STOCKHOLDERS
APRIL
19, 2007
|
1. The
election as Directors of all nominees listed below, each to serve
for a
three-year term.
|
o
|
o
|
o
|
|
|
|||||
The
undersigned hereby appoints the full Board of Directors, with
full powers
of substitution to act as attorneys and proxies for the undersigned
to
vote all shares of common stock of United Financial Bancorp,
Inc. that the
undersigned is entitled to vote at the Annual Meeting of Stockholders
to
be held at the Springfield Marriott, 2 Boland Way, Springfield,
Massachusetts at 10:00 a.m. (local time) on April 19, 2007.
The official
proxy committee is authorized to cast all votes to which the
undersigned
is entitled as follows:
|
Michael
F. Crowley Carol Moore Cutting Carol A. Leary INSTRUCTION:To withhold authority to vote for any individual - nominee, mark “For All Except”and write that nominee’s name in the space provided below. |
||||
For
|
Against
|
Abstain
|
|||
2. The
ratification of the appointment of Grant Thornton LLP as independent
registered public accounting firm for the fiscal year ending December
31,
2007.
|
o
|
o
|
o
|
||
|
|||||
THIS
PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED ABOVE.
IF ANY
OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE
VOTED BY
THE ABOVE-NAMED PROXIES AT THE DIRECTION OF A MAJORITY OF THE BOARD
OF
DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF
NO OTHER
BUSINESS TO BE PRESENTED AT THE MEETING.
|
|||||
PLEASE
CHECK BOX IF YOU PLAN TO ATTEND THE MEETING. è
|
o
|
||||
Please
be sure to sign and date
this Proxy in the box below |
Date | ||
Stockholder
sign above
|
Co-holder
(if any) sign
above)
|
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should
the above signed be present and elect to vote at the annual
meeting or at
any adjournment thereof and after notification to the Secretary
of United
Financial Bancorp, Inc. at the annual meeting of the stockholder’s
decision to terminate this proxy, then the power of said attorneys
and
proxies shall be deemed terminated and of no further force
and effect.
This proxy may also be revoked by sending written notice to
the Secretary
of United Financial Bancorp, Inc. at the address set forth
on the Notice
of Annual Meeting of Stockholders, or by the filing of a later
proxy
statement prior to a vote being taken on a particular proposal
at the
annual meeting.
The
above signed acknowledges receipt from United Financial Bancorp,
Inc.
prior to the execution of this proxy of a Notice of the annual
meeting,
audited financial statements and a proxy statement dated March
19,
2007.
Please
sign exactly as your name appears on this card. When signing
as attorney,
executor, administrator, trustee or guardian, please give your
full title.
If shares are held jointly, each holder should
sign.
Please
complete and date this proxy and return it promptly
in
the enclosed postage-prepaid
envelope.
|