Exhibit 10.2
NON-COMPETITION AGREEMENT
NON-COMPETITION
AGREEMENT (the “Agreement”) by and between Webster
Financial Corporation, a Delaware corporation (the
“Company”), and Scott McBrair (the
“Executive”) dated as of the 21st day of April, 2005
(the “Effective Date”).
WHEREAS, as of the
Effective Date, the Executive commences employment with the Company
as Executive Vice President-Retail Banking, and in connection
therewith, the Company wishes to enter into certain restrictive
covenants with the Executive as set forth herein;
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.
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 1, 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.
2.
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 2(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 2(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 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 “Significant
Competitor” shall mean any commercial bank, savings bank,
savings and loan association, or mortgage banking company, or a
holding company affiliate of any of the foregoing, which has an
office out of which the Employee would be primarily based within 35
miles of the Bank’s home office or which is an institution
that has more than $1 billion of deposits in
Connecticut.
(d)
Inapplicability Following Change of
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