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): November 15, 2007
-----------------
UNITED FINANCIAL BANCORP, INC.
------------------------------
(Exact name of Registrant as specified in its charter)
Maryland 333-144245 Being Applied for
--------- ---------- -----------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
95 Elm Street. West Springfield, Massachusetts 01089
(Address of principal executive offices)
(413)-787-1700
--------------
Registrant's telephone number, including area code
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:
|_| 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))
1
Item 1.01. Entry into a Material Definitive Agreement.
On November 15, 2007, the Board of Directors of United Bank, the wholly owned
subsidiary of United Financial Bancorp, Inc., a federal corporation ("United
Financial-Federal"), approved the Director Retirement Plan, which was entered
into as of that date. The Director Retirement Plan was previously disclosed in
the proxy statement/prospectus of United Financial-Federal and in the offering
prospectus of United Financial Bancorp, Inc., a Maryland corporation which will
be the successor to United Financial-Federal ("United Financial-Maryland"). The
proxy statement/prospectus and the offering prospectus were previously filed
with the Securities and Exchange Commission in connection with the "second-step
conversion" of United Financial-Federal.
Director Retirement Plan. Effective October 1, 2007, United Bank adopted the
Director Retirement Plan to replace the United Bank Directors Fee Continuation
Plan adopted in May 1999. Directors who are members of the board on the
effective date of the Director Retirement Plan will participate in the Director
Retirement Plan as of the effective date. Additional directors will begin
participation in the Director Retirement Plan as of the first day of the plan
year in which they become members of the board.
The Director Retirement Plan provides for the payment of normal retirement
benefits upon the director's separation from service on or after attainment of
his normal retirement age (age 72 or age 65 with 10 years of service). The
normal retirement benefit is generally equal to 70% of the average annual
director's fees, and will be payable in 10 annual installments commencing within
60 days after the director's separation from service. In the event a participant
has a separation from service prior to his normal retirement date (other than
due to termination for cause, disability or death), the participant will be
entitled to a lesser benefit payable in ten annual installments commencing at
age 65. The amount payable will be determined by multiplying the normal
retirement benefit by the director's benefit percentage, which is 10% for each
year of service, up to 100%. A director's benefit percentage will accelerate to
100% upon the director's separation from service due to death, disability or a
change in control. A director may elect to receive his normal retirement benefit
or early termination benefit payable in a lump sum rather than 10 annual
installments, if such election is made prior to December 31, 2007, or if later,
within 30 days of his initial participation in the Director Retirement Plan.
Upon a change in control, the present value of the normal retirement benefit
will be paid to each director in a lump sum within 30 days of the change in
control, irrespective of whether the director has a separation from service. If
a director dies while serving on the board, the director's beneficiary will be
entitled to the normal retirement benefit as if the director had survived until
normal retirement age, provided that the average annual director's fees will be
determined as of the director's date of death, and will be payable in the form
selected by the director within 60 days of the director's death. If the director
dies after separation from service but before payments of his benefits under the
Director Retirement Plan have commenced, or after payments have commenced but
before they are completed, the director's beneficiary will be entitled to the
2
benefits in the form that would have been paid to the director. In the event a
director has a termination for cause, the director will forfeit all rights to
benefits under the Director Retirement Plan.
The Director Retirement Plan is attached as Exhibit 10.1 to this Current Report
on Form 8-K. The above description of the Director Retirement Plan is qualified
by reference to the Director Retirement Plan itself.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired: None
(b) Pro Forma Financial Information: None
(c) Shell company transactions: None
(d) Exhibits:
Exhibit 10.1: Director Retirement Plan
3
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.
UNITED FINANCIAL BANCORP, INC.
Date: November 21, 2007 By: /s/ Laurie Rollins
----------------- -----------------------------
Laurie Rollins
Treasurer
(Duly Authorized Representative)
4