Exhibit 10.1
FORM OF CHANGE In CONTROL AGREEMENT
CHANGE IN CONTROL AGREEMENT, by and between Webster Financial Corporation, a
Delaware corporation (the "Company"), and [executive name] (the "Executive"),
dated as of December __, 2012 (this "Agreement").
WHEREAS, the Executive and the Company are parties to a Change in Control
Agreement, dated as of _________, _____ (the "Prior Agreement");
WHEREAS, the Board of Directors of the Company (the "Board") has previously
determined not to renew the Prior Agreement and has provided the Executive with
a notice of nonrenewal of the Prior Agreement; and
WHEREAS, the Board has determined to offer the Executive change in control
severance protection pursuant to the terms of this Agreement effective as of
December 31, 2012, based on the Board's belief that it is in the best interests
of the Company and its shareholders to assure that the Company will have the
continued dedication of the Executive, notwithstanding the possibility, threat
or occurrence of a Change in Control (as defined below) of the Company.
The
Board believes it is imperative to diminish the inevitable distraction of the
Executive by virtue of the personal uncertainties and risks created by a pending
or threatened Change in Control and to encourage the Executive's full attention
and dedication to the Company currently and in the event of any threatened or
pending Change in Control, and to provide the Executive with compensation and
benefits arrangements upon a Change in Control that ensure that the compensation
and benefits expectations of the Executive will be satisfied and that are
competitive with those of other corporations.
Therefore, in order to accomplish
these objectives, the Board has caused the Company to enter into this Agreement,
which among other things, eliminates the golden parachute excise tax gross-up
provision that was provided under Section 9 of the Prior Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1.
CERTAIN DEFINITIONS.
(A)
THE "EFFECTIVE DATE" SHALL MEAN THE FIRST DATE DURING THE CHANGE IN
CONTROL PERIOD (AS DEFINED IN SECTION 1(B)) ON WHICH A CHANGE IN CONTROL (AS
DEFINED IN SECTION 2) OCCURS.
ANYTHING IN THIS AGREEMENT TO THE CONTRARY
NOTWITHSTANDING, IF (I) THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY IS
TERMINATED BY THE COMPANY, (II) THE DATE OF TERMINATION IS PRIOR TO THE DATE ON
WHICH THE CHANGE IN CONTROL OCCURS, AND (III) IT IS REASONABLY DEMONSTRATED BY
THE EXECUTIVE THAT SUCH TERMINATION OF EMPLOYMENT (A) WAS AT THE REQUEST OF A
THIRD PARTY THAT HAS TAKEN STEPS REASONABLY CALCULATED TO EFFECT A CHANGE IN
CONTROL OR (B) OTHERWISE AROSE IN CONNECTION WITH OR ANTICIPATION OF A CHANGE IN
CONTROL, THEN FOR ALL PURPOSES OF THIS AGREEMENT THE "EFFECTIVE DATE" SHALL MEAN
THE DATE IMMEDIATELY PRIOR TO SUCH DATE OF TERMINATION.
(B)
THE "CHANGE IN CONTROL PERIOD" SHALL MEAN THE PERIOD COMMENCING ON
DECEMBER 31, 2012 AND ENDING ON DECEMBER 31, 2014; PROVIDED,
HOWEVER, THAT
COMMENCING ON JANUARY 1, 2014 AND ON EACH ANNUAL ANNIVERSARY OF SUCH DATE (SUCH
DATE AND EACH ANNUAL ANNIVERSARY THEREOF SHALL BE HEREINAFTER REFERRED