under
this Agreement.
11.
SUCCESSORS.
(A)
THIS AGREEMENT IS PERSONAL TO THE EXECUTIVE AND WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY SHALL NOT BE ASSIGNABLE BY THE EXECUTIVE OTHER
THAN BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION.
THIS AGREEMENT SHALL
INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE EXECUTIVE'S LEGAL
REPRESENTATIVES.
(B)
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE
COMPANY AND ITS SUCCESSORS AND ASSIGNS.
EXCEPT AS PROVIDED IN SECTION 11(C),
WITHOUT THE PRIOR WRITTEN CONSENT OF THE EXECUTIVE THIS AGREEMENT SHALL NOT BE
ASSIGNABLE BY THE COMPANY.
(C)
THE COMPANY WILL REQUIRE ANY SUCCESSOR (WHETHER DIRECT OR INDIRECT,
BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF
THE BUSINESS AND/OR ASSETS OF THE COMPANY TO ASSUME EXPRESSLY AND AGREE TO
PERFORM THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME EXTENT THAT THE
COMPANY WOULD BE REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION HAD TAKEN PLACE.
AS USED IN THIS AGREEMENT, "COMPANY" SHALL MEAN THE COMPANY AS HEREINBEFORE
DEFINED AND ANY SUCCESSOR TO ITS BUSINESS AND/OR ASSETS AS AFORESAID THAT
ASSUMES AND AGREES TO PERFORM THIS AGREEMENT BY OPERATION OF LAW, OR OTHERWISE.
12.
MISCELLANEOUS.
(A)
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT
OF LAWS.
THE CAPTIONS OF THIS AGREEMENT ARE NOT PART OF THE PROVISIONS HEREOF
AND SHALL HAVE NO FORCE OR EFFECT.
THIS AGREEMENT MAY NOT BE AMENDED OR
MODIFIED OTHER THAN BY A WRITTEN AGREEMENT EXECUTED BY THE PARTIES HERETO OR
THEIR RESPECTIVE SUCCESSORS AND LEGAL REPRESENTATIVES.
(B)
ALL NOTICES AND OTHER COMMUNICATIONS HEREUNDER SHALL BE IN WRITING
AND SHALL BE GIVEN BY HAND DELIVERY TO THE OTHER PARTY OR BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, ADDRESSED AS FOLLOWS:
If to the Executive:
At the last address on file in the Company's records
If to the Company:
Webster Financial Corporation
Webster Plaza
145 Bank Street
Waterbury, Connecticut
06702
Attention:
Counsel
or to such other address as either party shall have furnished to the other in
writing in accordance herewith.
Notice and communications shall be effective
when actually received by the addressee.
15
(C)
THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT
SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS
AGREEMENT.
(D)
THE COMPANY MAY WITHHOLD FROM ANY AMOUNTS PAYABLE UNDER THIS AGREEMENT
SUCH FEDERAL, STATE, LOCAL OR FOREIGN TAXES AS SHALL BE REQUIRED TO BE WITHHELD
PURSUANT TO ANY APPLICABLE LAW OR REGULATION.
(E)
THE EXECUTIVE'S OR THE COMPANY'S FAILURE TO INSIST UPON STRICT
COMPLIANCE WITH ANY PROVISION OF THIS AGREEMENT OR THE FAILURE TO ASSERT ANY
RIGHT THE EXECUTIVE OR THE COMPANY MAY HAVE HEREUNDER, INCLUDING, WITHOUT
LIMITATION, THE RIGHT OF THE EXECUTIVE TO TERMINATE EMPLOYMENT FOR GOOD REASON
PURSUANT TO SECTION 5(C)(I)-(V) OF THIS AGREEMENT, SHALL NOT BE DEEMED TO BE A
WAIVER OF SUCH PROVISION OR RIGHT OR