Exhibit 10.2
FORM OF NON-COMPETITION
AGREEMENT
NON-COMPETITION
AGREEMENT (the “Agreement”) by and between Webster
Financial Corporation, a Delaware corporation (the
“Company”), and [ ] (the “Executive”) dated
as of the 31st day of January, 2005 (the “Effective
Date”).
WHEREAS, the
Executive is party to an employment agreement with the Company,
dated as of ___, ___(the “Prior Agreement”);
WHEREAS, the
Company and the Executive desire to terminate the Prior Agreement,
amend the Change of Control Agreement between the Executive and the
Company, dated as of ___, ___(the “Change of Control
Agreement”), and to enter into certain restrictive covenants
with the Executive as set forth herein; and
WHEREAS, in
consideration for the Executive’s agreement to terminate the
Prior Agreement, amend the Change of Control Agreement and enter
into the restrictive covenants as set forth herein, the Executive
will become eligible for certain Severance Benefits;
NOW, THEREFORE, in
consideration of the premises and mutual covenants contained herein
and for other good and valuable consideration, the receipt of which
is mutually acknowledged, the Company and the Executive
(individually a “Party” and together the
“Parties”) agree as follows:
1.
Prior Agreement . Effective as of the Effective Date, the
Prior Agreement shall terminate and be of no further force and
effect without any further obligation of the parties
thereunder.
2.
Severance Benefits .
(a)
Benefits. The Company may terminate the Executive’s
employment at any time with or without cause or notice. The Parties
agree that if the Company terminates the Executive’s
employment without Cause, then the Company will (i) make a
lump sum payment to the Executive equal to the sum of (x) the
Executive’s then current annual base salary and (y) the
amount of any bonuses paid pursuant to the Company’s annual
incentive compensation plan during the then current fiscal year
multiplied by a fraction the numerator of which is the number of
full months during the then current fiscal year in which the
Executive was employed and the denominator of which is 12, and
(ii) subject to certain limitations, continue to provide the
Executive with medical and dental coverage for the shorter of one
year or until the Executive accepts other employment on a
substantially full time basis. As a pre-condition to the Executive
becoming entitled to the separation payments just described, the
Executive agrees to execute at the time of the Executive’s
termination of employment a general release and waiver in favor of
the Company in exactly the form provided to the Executive by the
Company without alteration or addition (the “Release
Agreement”). The lump sum severance amount due under this
Agreement shall be paid within thirty (30) days after the
Executive’s termination of employment or, if later, the date
the Release Agreement becomes irrevocable.
(b) Cause.
For the purposes of this Section 2, Cause shall mean any of
the following: personal dishonesty; incompetence; willful
misconduct; breach of fiduciary duty involving personal profit;
intentional failure to perform stated duties; willful violation of
any law, rule, or regulation (other than traffic violations or
similar offenses); or material breach of any provision of this
Agreement. In determining incompetence, the acts or omissions shall
be measured against standards generally prevailing in the federally
insured financial institutions industry; provided, that it
shall be the Company’s burden to prove the alleged acts and
omissions and the prevailing nature of the standards the Company
shall have alleged are violated by such acts and/or
omissions.
3.
Covenants .
(a)
Confidential Information. While employed by the Company and
thereafter, the Executive shall hold in a fiduciary capacity for
the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company or any of its affiliates
and their respective businesses, which shall have been obtained by
the Executive during the Executive’s employment by the
Company or any of its affiliates and which shall not be or become
public knowledge (other than by acts by the Executive or
representatives of the Executive in violation of this Agreement).
After termination of the Executive’s employment with the
Company for any reason, the Executive shall not, without the prior
written consent of the Company or as may otherwise be required by
law or legal process: (i) communicate or divulge any such
information, knowledge or data to anyone other than the Company and
those designated by it; or (ii) use to the Executive’s
advantage or to the detriment of the Company any such information,
knowledge or data.
(b)
Non-Recruitment of Employees. During the period of
Executive’s employment with the Company and its subsidiaries
and the additional period ending on the first anniversary of the
date of termination of the Executive’s employment for any
reason, except to the extent provided otherwise in Section 3(d)
(the “Restricted Period”), the Executive shall not,
without the prior written consent of the Company, directly or
indirectly, (i) offer employment (or a consulting,
agency,independent contractor or other similar paid position) to
any person who is or was at any time during the six months prior to
such offer an employee, representative, officer or director of the
Company or any of its subsidiaries or (ii) induce, encourage
or solicit any such person to accept employment (or any aforesaid
position) with any company or entity with which the Executive is
then employed or otherwise affiliated. Further, during the
Restricted Period, the Executive shall not encourage or induce any
employee, representative, officer or director of the Company or any
of its subsidiaries to cease their relationship with the Company or
any of its subsidiaries for any reason. This Section 3(b) shall not
apply to solicitation, recruitment, encouragement, inducement or
termination during the period of Executive’s employment with
the Company and on behalf of the Company or any of its
subsidiaries.
(c)
No Competition — Solicitation of Business . During the
Restricted Period, the Executive shall not directly or indirectly,
for the purpose of providing services or products that are
competitive with those provided by the Company and its
subsidiaries: (i) become an
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officer, agent, employee, partner
or director of any other corporation, partnership or other entity,
or otherwise render services to or assist or hold an interest
(except as a less than two-percent shareholder of a publicly traded
company) in any Significant Competitor (as defined below), or
(ii) solicit the business of (A) any active client or
customer of the Company or any of its subsidiaries, or (B) any
person or entity who is or was at any time during the six months
prior to such solicitation a client or customer of the Company or
any of its subsidiaries. The term “Signifi
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