Change-In-Control Agreement

Amendment to the Newport Federal Savings Bank Change in Control Agreement

Exhibit 10.9

AMENDMENT TO THE

NEWPORT FEDERAL SAVINGS BANK

CHANGE IN CONTROL AGREEMENT

WHEREAS, Paul Nardone (the “Executive”) entered into a change in control

agreement with Newport Federal Savings Bank (the “Bank”) effective October 15, 2005 (the

“Agreement”); and

WHEREAS, in connection with the mutual to stock conversion of the Bank, the Bank

and the Executive desire to amend the Agreement to include Newport Bancorp, Inc. as a

guarantor of the payments under the Agreement and to facilitate some ministerial changes; and

WHEREAS, the Agreement provides that the Agreement may be amended or modified

at any time prior to a Change in Control by means of a written instrument signed by the parties.

NOW, THEREFORE, the Bank and the Executive hereby agree to amend the

Agreement as follows:

FIRST CHANGE

Effective as of the closing of the Company’s initial public offering, the first

paragraph of the Agreement shall be amended to add the following sentence to the end of

the paragraph:

Newport Bancorp, Inc., the holding company of the Bank (the “Holding

Company”) will serve as guarantor under this Agreement.”

SECOND CHANGE

Effective as of the closing of the Company’s initial public offering, Section 2(c)

shall be deleted in its entirety and replaced with the following new Section 2(c):

“For purposes of this Agreement, a “Change in Control” means the occurrence of

any one of the following events:

(1) Merger: The Company or the Bank merges into or consolidates with another

corporation, or merges another corporation into the Company or the Bank, and as a result less

than a majority of the combined voting power of the resulting corporation immediately after the

merger or consolidation is held by persons who were stockholders of the Company or the Bank

immediately before the merger or consolidation.

(2) Acquisition of Significant Share Ownership: The Company files, or is required to

file, a report on Schedule 13D or another form or schedule (other than Schedule 13G) required

under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, if the schedule discloses

that the filing person or persons acting in concert has or have become the beneficial owner of

25% or more of a class of the Company’s voting securities, but this clause (b) shall not apply to


beneficial ownership of Company voting shares held in a fiduciary capacity by an entity of

which the Company directly or indirectly beneficially owns 50% or more of its outstanding

voting securities.

(3) Change in Board Composition: During any period of two consecutive years,

individuals who constitute the Company’s or the Bank’s Board of Directors at the beginning of

the two-year period cease for any reason to constitute at least a majority of the Company’s or the

Bank’s Board of Directors; provided, however, that for purposes of this clause (iii), each director

who is first elected by the board (or first nominated by the board for election by the

stockholders) by a vote of at least two-thirds of the directors who were directors at the beginning

of the two-year period shall be deemed to have also been a director at the beginning of such

period;

(4) Sale of Assets: The Company or the Bank sells to a third party all or substantially

all of its assets.

THIRD CHANGE

Effective as of the closing of the Company’s initial public offering, Section 5 of

the Agreement shall be deleted in its entirety and replaced with the following new

Section 5:

“5. Source of Payments.

All payments provided in this Agreement shall be timely paid in cash or check

from the general funds of the Bank. The Company, however, unconditionally guarantees

payment and provision of all amounts and benefits due hereunder to Executive and, if

such amounts and benefits due from the Bank are not timely paid or provided by the

Bank, such amounts and benefits shall be paid or provided by the Company.”

 

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IN WITNESS WHEREOF, the Bank has caused this Amendment to the Agreement to

be executed by its duly authorized officer, and Executive has signed this Amendment, on the 18th

day of July 2006.

 

ATTEST:

   

NEWPORT FEDERAL SAVINGS BANK

/s/ Judy Tucker

   

/s/ Kevin M. McCarthy

   

For the Board of Directors

   

NEWPORT BANCORP, INC.

   

(as guarantor)

   

/s/ Kevin M. McCarthy

   

For the Board of Directors

WITNESS:

   

EXECUTIVE

/s/ Judy Tucker

   

/s/ Paul Nardone

   

Paul Nardone

 

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