IF THE EXECUTIVE IS A "SPECIFIED EMPLOYEE" WITHIN THE MEANING OF SECTION
409A OF THE CODE (AS DETERMINED IN ACCORDANCE WITH THE METHODOLOGY ESTABLISHED
BY THE COMPANY AS IN EFFECT ON THE DATE OF TERMINATION), AMOUNTS AND BENEFITS
PROVIDED UNDER SECTION 1(A) THAT CONSTITUTE "NONQUALIFIED DEFERRED COMPENSATION"
WITHIN THE MEANING OF SECTION 409A OF THE CODE THAT ARE TO BE PAID OR PROVIDED
ON ACCOUNT OF THE EXECUTIVE'S SEPARATION FROM SERVICE AND ARE OTHERWISE DUE TO
THE EXECUTIVE UNDER THIS AGREEMENT DURING THE SIX-MONTH PERIOD IMMEDIATELY
FOLLOWING THE DATE OF TERMINATION SHALL INSTEAD BE PAID, OR PROVIDED, ON THE
FIRST BUSINESS DAY OF THE SEVENTH MONTH FOLLOWING THE EXECUTIVE'S "SEPARATION
FROM SERVICE" WITHIN THE MEANING OF SECTION 409A OF THE CODE.
IF THE EXECUTIVE
DIES FOLLOWING THE DATE OF TERMINATION AND PRIOR TO THE PAYMENT OF ANY AMOUNTS
DELAYED ON ACCOUNT OF SECTION 409A OF THE CODE, SUCH AMOUNTS SHALL BE PAID TO
THE PERSONAL REPRESENTATIVE OF THE EXECUTIVE'S ESTATE WITHIN THIRTY (30) DAYS
AFTER THE DATE OF THE EXECUTIVE'S DEATH.
(C)
IN-KIND BENEFITS.
ALL IN-KIND BENEFITS PROVIDED UNDER THIS
AGREEMENT THAT CONSTITUTE NONQUALIFIED DEFERRED COMPENSATION WITHIN THE MEANING
OF SECTION 409A OF THE CODE SHALL BE MADE OR PROVIDED IN ACCORDANCE WITH THE
REQUIREMENTS OF SECTION 409A OF THE CODE, INCLUDING, WITHOUT LIMITATION, THAT
(I) THE AMOUNT OF IN-KIND BENEFITS THAT THE COMPANY IS OBLIGATED TO PAY OR
PROVIDE IN ANY GIVEN CALENDAR YEAR SHALL NOT AFFECT THE IN-KIND BENEFITS THAT
THE COMPANY IS OBLIGATED TO PAY OR PROVIDE IN ANY OTHER CALENDAR YEAR; (II) THE
EXECUTIVE'S RIGHT TO HAVE THE COMPANY PAY OR PROVIDE AN IN-KIND BENEFIT MAY NOT
BE LIQUIDATED OR EXCHANGED FOR ANY OTHER BENEFIT; AND (III) IN NO EVENT SHALL
THE COMPANY'S OBLIGATIONS TO PROVIDE IN-KIND BENEFITS APPLY LATER THAN THE
EXECUTIVE'S REMAINING LIFETIME (OR IF LONGER, THROUGH THE 20TH ANNIVERSARY OF
THE EFFECTIVE DATE).
5
5.
MISCELLANEOUS.
(A)
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF CONNECTICUT, WITHOUT REFERENCE TO
PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO IRREVOCABLY AGREE TO SUBMIT
TO THE JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF CONNECTICUT, IN ANY
ACTION OR PROCEEDING BROUGHT WITH RESPECT TO OR IN CONNECTION WITH THIS
AGREEMENT. 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
OTHERWISE 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 most recent address on file for the Executive at the Company.
If to the Company:
Webster Financial Corporation
Webster Plaza
145 Bank Street
Waterbury, Connecticut 06702
Attention: General Counsel
or to such other address as either Party