WESTERN NEW ENGLAND BANCORP, INC. (NASDAQ:WNEB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

WESTERN NEW ENGLAND BANCORP, INC. (NASDAQ:WNEB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On January30, 2018, the Board of Directors of Western New England Bancorp, Inc. (the “Company”) granted long-term incentive awards of restricted stock to its named executive officers which will vest over three years. These awards were made under the Company’s 2014 Omnibus Incentive Plan filed on Form 8-K with the Securities and Exchange Commission on May19, 2014, and incorporated herein by reference (the “Plan”).

James C. Hagan, President and Chief Executive Officer, Allen J. Miles, III, Executive Vice President and Chief Lending Officer, Guida Sajdak, Executive Vice President, Chief Financial Officer and Treasurer, Gerald P. Ciejka, Senior Vice President, General Counsel and Human Resource Director, Louis O. Gorman, Senior Vice President, Credit Administration and Chief Credit Officer and Leo R. Sagan, Jr., Senior Vice President and Chief Risk Officer received grants of restricted stock to be earned over three years subject to the terms of aLong-Term Incentive and Retention Equity Award Agreement (the “Award Agreement”). The program design consists of 50percent time-based restricted stock and 50percent performance-based restricted stock. Specifically, Mr.Hagan received an award of 12,760 shares of restricted stock, Mr.Miles received an award of 4,955 shares of restricted stock, Ms.Sajdak and Mr.Ciejka each received an award of 4,128 shares of restricted stock, Mr.Gorman received an award of 3,405 shares of restricted stock and Mr.Sagan received an award of 3,610 shares of restricted (which, with respect to the portion of each award subject to performance based vesting, represents the number of shares that would be earned based on target level of achievement).

The time-based restricted stock will vest in three substantially equal annual installments commencing on December31, 2018. The grant of performance-based restricted stock is divided into three equal tranches, each of which is earned based on the Company’s performance over the one-year, two-year and three-year periods commencing on January1, 2018. The Company’s performance is measured against return on equity (“ROE”) goals set by the Compensation Committee of the Board (“Compensation Committee”) at threshold, target and maximum levels for which 50% to 150% of the target number of shares may be earned (with payout for performance between threshold and target ROE and between target and maximum ROE interpolated). After the final performance period, which ends on December31, 2020, and no later than March15, 2021, the Compensation Committee will distribute the number of shares of restricted stock earned based upon the Company’s attainment of the ROE goals in each of the aforementioned three periods.

This description of thelong-term restricted stockawards is qualified in its entirety by reference to the Award Agreement, a form of which is attached hereto as Exhibit 10.1.

Item 5.02 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

Western New England Bancorp, Inc. Exhibit
EX-10.1 2 d500416dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 WESTERN NEW ENGLAND BANCORP,…
To view the full exhibit click here


Western New England Bancorp, Inc., formerly Westfield Financial, Inc., is a Massachusetts-chartered stock holding company. The Company serves as a holding company for Westfield Bank (the Bank). It is a provider of banking products and services to business organizations and individuals, including products such as residential and commercial loans, consumer loans and a variety of deposit products. It focuses on residential real estate lending, as well as servicing commercial customers, including commercial and industrial lending and commercial deposit relationships. In addition, it provides online banking services. It operates through over 21 banking offices located in Agawam, Chicopee, East Longmeadow, Feeding Hills, Holyoke, Ludlow, Southwick, Springfield, Ware, West Springfield and Westfield, Massachusetts, and Granby and Enfield, Connecticut. It also has over 10 automated teller machine (ATM) locations in Holyoke, Southwick, Springfield, West Springfield and Westfield, Massachusetts.

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