AND TIME DURING NORMAL BUSINESS HOURS TO THE
BUSINESS AND AFFAIRS OF THE COMPANY AND, TO THE EXTENT NECESSARY TO DISCHARGE
THE RESPONSIBILITIES ASSIGNED TO THE EXECUTIVE HEREUNDER, TO USE THE EXECUTIVE'S
REASONABLE BEST EFFORTS TO PERFORM FAITHFULLY AND EFFICIENTLY SUCH
RESPONSIBILITIES.
DURING THE EMPLOYMENT PERIOD IT SHALL NOT BE A VIOLATION OF
THIS AGREEMENT FOR THE EXECUTIVE TO (A) SERVE ON CORPORATE, CIVIC OR CHARITABLE
BOARDS OR COMMITTEES, (B) DELIVER LECTURES, FULFILL SPEAKING ENGAGEMENTS OR
TEACH AT EDUCATIONAL INSTITUTIONS, AND
3
(C) manage personal investments, so long as such activities do not significantly
interfere with the performance of the Executive's responsibilities as an
employee of the Company in accordance with this Agreement.
It is expressly
understood and agreed that to the extent that any such activities have been
conducted by the Executive prior to the Effective Date, the continued conduct of
such activities (or the conduct of activities similar in nature and scope
thereto) subsequent to the Effective Date shall not thereafter be deemed to
interfere with the performance of the Executive's responsibilities to the
Company.
(B)
COMPENSATION.
(I)
BASE SALARY.
DURING THE EMPLOYMENT PERIOD, THE EXECUTIVE SHALL
RECEIVE AN ANNUAL BASE SALARY ("ANNUAL BASE SALARY"), WHICH SHALL BE PAID AT A
MONTHLY RATE, AT LEAST EQUAL TO 12 TIMES THE HIGHEST MONTHLY BASE SALARY PAID OR
PAYABLE, INCLUDING ANY BASE SALARY THAT HAS BEEN EARNED BUT DEFERRED, TO THE
EXECUTIVE BY THE COMPANY AND THE AFFILIATED COMPANIES IN RESPECT OF THE 12-MONTH
PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH THE EFFECTIVE DATE OCCURS.
DURING THE EMPLOYMENT PERIOD, THE ANNUAL BASE SALARY SHALL BE REVIEWED NO MORE
THAN 12 MONTHS AFTER THE LAST SALARY INCREASE AWARDED TO THE EXECUTIVE PRIOR TO
THE EFFECTIVE DATE AND THEREAFTER AT LEAST ANNUALLY.
ANY INCREASE IN THE ANNUAL
BASE SALARY SHALL NOT SERVE TO LIMIT OR REDUCE ANY OTHER OBLIGATION TO THE
EXECUTIVE UNDER THIS AGREEMENT.
THE ANNUAL BASE SALARY SHALL NOT BE REDUCED
AFTER ANY SUCH INCREASE AND THE TERM "ANNUAL BASE SALARY" AS UTILIZED IN THIS
AGREEMENT SHALL REFER TO THE ANNUAL BASE SALARY AS SO INCREASED.
(II)
ANNUAL BONUS.
IN ADDITION TO ANNUAL BASE SALARY, THE EXECUTIVE
SHALL BE AWARDED, FOR EACH FISCAL YEAR ENDING DURING THE EMPLOYMENT PERIOD, AN
ANNUAL BONUS (THE "ANNUAL BONUS") IN CASH AT LEAST EQUAL TO THE TARGET BONUS
OPPORTUNITY IN EFFECT FOR THE EXECUTIVE AS OF IMMEDIATELY PRIOR TO THE EFFECTIVE
DATE UNDER THE WEBSTER FINANCIAL CORPORATION AND WEBSTER BANK ANNUAL INCENTIVE
COMPENSATION PLAN OR ANY APPLICABLE SUCCESSOR PLAN IN EFFECT AS OF IMMEDIATELY
PRIOR TO THE EFFECTIVE DATE (THE "TARGET ANNUAL BONUS").
EACH SUCH ANNUAL BONUS
SHALL BE PAID NO LATER THAN TWO AND A HALF MONTHS AFTER THE END OF THE FISCAL
YEAR FOR WHICH THE ANNUAL BONUS IS AWARDED, UNLESS THE EXECUTIVE SHALL ELECT TO
DEFER THE RECEIPT OF SUCH ANNUAL BONUS PURSUANT TO AN ARRANGEMENT THAT MEETS THE
REQUIREMENTS OF SECTION 409A OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE").
(III)
INCENTIVE, SAVINGS AND RETIREMENT PLANS.