Delaware
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001-31486
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06-1187536
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol
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Name of Exchange on which registered
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Common Stock, $0.01 par value
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WBS
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New York Stock Exchange
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Depositary Shares, each representing 1/1000th interest in a share of 5.25% Series F Non-Cumulative Perpetual Preferred Stock
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WBS-PrF
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New York Stock Exchange
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Depositary Shares, each representing 1/40th interest in a share of 6.50% Series G Non-Cumulative Perpetual Preferred Stock
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WBS-PrG
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New York Stock Exchange
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Executive
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Audit
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Compensation
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Nominating and Corporate Governance
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Risk
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Technology
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Jack L. Kopnisky (Chair)
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E. Carol Hayles (Chair)
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Laurence C. Morse (Chair)
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Richard L. O’Toole (Chair)
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Mark Pettie (Chair)
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Mona Aboelnaga Kanaan (Chair)
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Mona Aboelnaga Kanaan
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Linda H. Ianieri
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William L. Atwell
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William L. Atwell
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Mona Aboelnaga Kanaan
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E. Carol Hayles
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William L. Atwell
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James J. Landy
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John P. Cahill
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John P. Cahill
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James J. Landy
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Maureen B. Mitchell
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John R. Ciulla
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Maureen B. Mitchell
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Karen R. Osar
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Linda H. Ianieri
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Karen R. Osar
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Mark Pettie
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E. Carol Hayles
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William E. Whiston
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Richard L. O’Toole
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Laurence C. Morse
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Lauren C. States
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Lauren C. States
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Laurence C. Morse
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William E. Whiston
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Richard L. O’Toole
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Mark Pettie
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Exhibit No.
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Description
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Agreement and Plan of Merger, dated as of April 18, 2021, by and between Sterling Bancorp and Webster Financial Corporation (incorporated by
reference to Exhibit 2.1 to Webster Financial Corporation’s Form 8-K filed with the Commission on April 23, 2021).
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Fourth Amended and Restated Certificate of Incorporation of Webster Financial Corporation (incorporated by reference to Exhibit 3.1 to Webster
Financial Corporation’s Form 8-K filed with the Commission on April 29, 2016).
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Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation of Webster Financial Corporation, effective as of January
31, 2022.
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Certificate of Designations of 6.50% Series G Non-Cumulative Perpetual Preferred Stock of Webster Financial Corporation, effective as of January
31, 2022.
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Bylaws of Webster Financial Corporation (incorporated by reference to Exhibit 3.1 to Webster Financial Corporation’s Form 8-K filed with the
Commission on March 17, 2020).
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Amendment to Bylaws of Webster Financial Corporation, effective as of January 31, 2022.
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Deposit Agreement, dated as of March 19, 2013, by and among Astoria Financial Corporation, Computershare Shareholder Services,
LLC, as depositary, and the holders from time to time of the depositary receipts described therein (incorporated by reference to Exhibit 4.3 to Sterling Bancorp’s Form S-4 filed with the Commission on April 5, 2017 (Commission File No.
333-217153)).
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First Amendment to the Deposit Agreement, effective as of October 2, 2017, by and between Sterling Bancorp (as successor in
interest to Astoria Financial Corporation) and Computershare Inc. (as successor in interest to Computershare Shareowner Services LLC) (incorporated by reference to Exhibit 4.4 to Sterling Bancorp’s Form 10-Q filed with the Commission on
November 3, 2017 (Commission File No. 001-35385)).
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Second Amendment to Deposit Agreement, dated as of January 31, 2022, by and among Webster Financial Corporation, Sterling
Bancorp, Computershare Inc. and Broadridge Corporate Issuer Solutions, Inc.
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Form of Global Receipt (included as Exhibit A of Exhibit 4.3).
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Retention Agreement, dated as of April 18, 2021, by and between Webster Financial Corporation and John R. Ciulla.
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Retention Agreement, dated as of April 18, 2021, by and between Webster Financial Corporation and Glenn I. MacInnes.
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Letter Agreement, dated as of April 18, 2021, by and between Webster Financial Corporation and Jack L. Kopnisky.
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Retention Agreement, dated as of April 18, 2021, by and between Webster Financial Corporation and Luis Massiani.
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Joint Press Release, dated February 1, 2022.
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104
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Cover Page Interactive Data File (formatted as inline XBRL document)
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WEBSTER FINANCIAL CORPORATION
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By:
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/s/ John R. Ciulla
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John R. Ciulla
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President and Chief Executive Officer
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1. |
The first sentence of Article 4 of the Fourth Amended and Restated Certificate of Incorporation of the Corporation shall be amended and restated in its entirety to state:
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2. |
This Certificate of Amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
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3. |
This Certificate of Amendment shall become effective at 11:30 p.m., Eastern Time, on January 31, 2022.
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WEBSTER FINANCIAL CORPORATION
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By:
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/s/ John R. Ciulla
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Name: John R. Ciulla
|
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Title: President and Chief Executive Officer
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WEBSTER FINANCIAL CORPORATION
|
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By:
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/s/ John R. Ciulla
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Name:
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John R. Ciulla
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Title:
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President and Chief Executive Officer
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1.
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Removal and Appointment. In accordance with Section 5.5(b) of the Agreement, (i) the Corporation
hereby removes Computershare as Depositary under the Agreement, (ii) the Corporation hereby appoints Broadridge as successor Depositary under the Agreement, which shall be vested with the same rights, powers, duties and obligations as if it had
been originally named as Depositary, and (iii) Broadridge hereby accepts such appointment as Depositary, in each case effective as of immediately prior to the Merger Effective Time.
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2.
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Assignment and Assumption.
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a.
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Effective as of the immediately prior to the Merger Effective Time, Computershare hereby assigns, transfers, conveys and delivers to Broadridge all of Computershare's rights, duties and
obligations under the Agreement accruing on and after such time; provided, that: (i) Computershare is not assigning any liabilities of Computershare, or (ii) Computershare is not assigning any claims that the Corporation or any other party may
have against Computershare arising in connection with the Agreement, and (iii) for avoidance of doubt, Computershare shall remain entitled to indemnity as set forth in Section 5.7 of the Agreement.
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b.
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Effective as of the immediately prior to the Merger Effective Time, Broadridge hereby accepts such assignment and agrees to assume all of Computershare's rights, duties and obligations
under the Agreement accruing on or after such time; provided, that Broadridge is not assuming: (i) any liabilities of Computershare, or (ii) any claims that the Corporation or any other party may have against Computershare arising in connection
with the Agreement.
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3.
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Amendment to the Agreement.
|
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a.
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Effective as of the immediately prior to the Merger Effective Time, the definition of “Registrar” in Section 1.1 of the Agreement is hereby deleted and replaced with the following
definition:
|
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“‘Registrar’ shall mean the Depositary or such other successor bank, trust company or regulated Person engaged in the business of registering ownership and transfers of securities, which
shall be appointed by the Corporation to register ownership and transfers of Receipts as herein provided. If a successor Registrar shall be so appointed, all references herein to “the books” of or maintained by the Depositary shall be deemed,
as applicable, to refer as well to the register maintained by such Registrar for such purpose.”
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b.
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Effective as of the immediately prior to the Merger Effective Time, the definition of “Transfer Agent” in Section 1.1 of the Agreement is hereby deleted and replaced with the following
definition:
|
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“‘Transfer Agent’ shall mean the Depositary or such other successor bank, trust company or regulated “transfer agent” (as such term is defined in Section 3(a)(25) of the Exchange Act),
which shall be appointed by the Corporation to transfer the Receipts or the deposited shares of the Series G Preferred Stock, as the case may be, as herein provided.”
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c.
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Effective as of the immediately prior to the Merger Effective Time, the first sentence of Section 5.5(c) of the Agreement is hereby deleted and replaced with the following:
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“In case at any time the Depositary acting hereunder shall resign or be removed, the Corporation shall, within 60 days after the delivery of the notice of resignation or removal, as the
case may be, appoint a successor Depositary, which shall be a Person having its principal office in the United States of America and having either (i) a combined capital and surplus, along with its Affiliates, of at least $50,000,000 or (ii)
total assets, along with its Affiliates, of at least $50,000,000.”
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d.
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Effective as of the immediately prior to the Merger Effective Time, all references in the Agreement to Computershare Inc. or Computershare Shareowner Services LLC as Depositary shall be
deemed to refer instead to Broadridge Corporate Issuer Solutions, Inc. as Depositary.
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e.
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Effective as of the immediately prior to the Merger Effective Time, the definition of “Depositary’s Office” in Section 1.1 of the Agreement is hereby deleted and replaced with the
following definition:
|
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“‘Depositary’s Office’ shall mean the office of the Depositary at which at any particular time its depositary receipt business shall be administered, which at the date of this Deposit
Agreement is located at 51 Mercedes Way, Edgewood, New York 11717.”
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f.
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Effective as of the immediately prior to the Merger Effective Time, Section 7.4(b) of the Agreement is hereby deleted and replaced with the following:
|
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“Any and all notices, requests, orders, approvals, instructions or directions to be given to the Depositary hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly given if personally delivered or sent by mail or a nationally recognized overnight delivery service, or by electronic mail, confirmed either by (a) telephone with the recipient of such electronic mail or (b) letter, addressed to the
Depositary at:
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Broadridge Corporate Issuer Solutions, Inc.
|
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51 Mercedes Way
|
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Edgewood, New York 11717
|
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Attn: Corporate Actions Department
|
|||
Email: BCISCAManagement@broadridge.com
|
|||
with a copy (which shall not constitute notice) to:
|
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Broadridge Financial Solutions, Inc.,
|
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2 Gateway Center, Newark, New Jersey 07102
|
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Email: legalnotices@broadridge.com
|
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Attn: General Counsel ”
|
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g.
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Effective as of the Merger Effective Time, the Corporation shall be the legal successor-in-interest to Sterling under the terms of the Agreement, and the Corporation hereby assumes all of
the rights and obligations of Sterling under the Agreement.
|
||
h.
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Effective as of the Merger Effective Time, the definition of “Series A Preferred Stock” in Section 1.1 of the Agreement is hereby deleted and replaced with the following definition:
|
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“‘Series G Preferred Stock’ shall mean the Corporation’s 6.50% Non-Cumulative Perpetual Preferred Stock, Series G, par value $0.01 per share.”
|
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i.
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Effective as of the Merger Effective Time, all references in the Agreement to Series A Preferred Stock shall be deemed to refer to Series G Preferred Stock.
|
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j.
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Effective as of the Merger Effective Time, the Section 1.1 definition of “Prospectus” is hereby deleted and replaced with the following definition: “‘Prospectus’ shall mean the joint
Proxy Statement/Prospectus, filed with the SEC on July 8, 2021, which forms a part of the Registration Statement.”
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k.
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Effective as of the Merger Effective Time, the Section 1.1 definition of “Registration Statement” is hereby deleted and replaced with the following definition: “‘Registration Statement’
shall mean the Corporation’s Registration Statement on Form S-4 (File No. 333-257035), filed with the SEC on June 11, 2021, amended on July 6, 2021 and declared effective by the SEC on July 8, 2021.”
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l.
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Effective as of the Merger Effective Time, Section 7.4(a) of the Agreement is hereby deleted and replaced with the following:
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“Any and all notices, requests, orders, approvals, instructions or directions to be given to the Corporation hereunder or under the Receipts shall be in writing and shall be deemed to
have been duly given if personally delivered or sent by mail or a nationally recognized overnight delivery service, or by electronic mail, confirmed either by (a) telephone with the recipient of such electronic mail or (b) letter, addressed to
the Corporation at:
|
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Webster Financial Corporation
|
|||
145 Bank Street
|
|||
Waterbury, Connecticut 06702
|
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Attn: General Counsel”
|
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m.
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Effective as of the Merger Effective Time, Exhibit A of the Agreement is hereby deleted and replaced with Exhibit A of this Amendment.
|
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4.
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Instruction to Depositary. The Corporation hereby authorizes and instructs the Depositary to treat the shares of Webster Series G Preferred
Stock received by it upon conversion of the Sterling Series A Preferred Stock as newly deposited securities under the Agreement.
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5.
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Limited Effect. Except as expressly modified herein, the Agreement shall continue to be and shall remain, in full force and effect and the
valid and binding obligation of the parties thereto in accordance with its terms.
|
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6.
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Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed as original, but all of which together shall
constitute one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature.
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||
COMPUTERSHARE INC.
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BROADRIDGE CORPORATE
ISSUER SOLUTIONS, INC.
|
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By:
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/s/ Joseph Varca
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By:
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/s/ John Dunn
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Name:
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Joseph Varca
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Name:
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John Dunn
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Title:
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Vice President
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Title:
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Senior Vice President, Sales
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WEBSTER FINANCIAL CORPORATION
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STERLING BANCORP
|
|||
By:
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/s/ Harriet Munrett Wolfe
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By:
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/s/ Jack L. Kopnisky
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Name:
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Harriet Munrett Wolfe
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Name:
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Jack L. Kopnisky
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Title:
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Executive Vice President, General Counsel and Corporate Secretary
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Title:
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President and Chief Executive Officer
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Dated: [•]
|
|||
BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., as Depositary
|
|||
By:
|
|||
Authorized Officer
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Abbreviation
|
Equivalent Phrase
|
Abbreviation
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Equivalent Phrase
|
JT TEN
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As joint tenants, with right of
survivorship and not as tenants in common
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TEN BY ENT
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As tenants by the entireties
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TEN IN COM
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As tenants in common
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UNIF GIFT MIN ACT
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Uniform Gifts to Minors Act
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Abbreviation
|
Equivalent
Word
|
Abbreviation
|
Equivalent
Word
|
Abbreviation
|
Equivalent Word
|
ADM
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Administrator(s),
Administratrix
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EX
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Executor(s),
Executrix
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PAR
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Paragraph
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AGMT
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Agreement
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FBO
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For the benefit of
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PL
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Public Law
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ART
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Article
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FDN
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Foundation
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TR
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(As) trustee(s), for, of
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CH
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Chapter
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GDN
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Guardian(s)
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U
|
Under
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CUST
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Custodian for
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GDNSHP
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Guardianship
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UA
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Under agreement
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DEC
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Declaration
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MIN
|
Minor(s)
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UW
|
Under will of, Of will
of, Under last will &
testament
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EST
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Estate, of Estate of
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(1) |
as soon as reasonably practicable following the Date of Termination (as defined below) and in no event later than 30 days thereafter, (A) a lump sum cash payment
consisting of any (i) accrued Annual Base Salary, (ii) any annual cash incentive award earned by you and awarded by the Compensation Committee for a completed fiscal year (with any portion of such incentive award that was previously
deferred to be paid in accordance with the applicable deferral arrangement and any election thereunder), (iii) unused vacation accrued through the Date of Termination, and (iv) any unreimbursed expenses incurred through the Date of
Termination that are subject to reimbursement pursuant to the Company’s policies, in each case to the extent unpaid (the “Accrued Obligations”), and
(B) to the extent not theretofore paid or provided, any other amounts or benefits required to be paid or provided or which you are eligible to receive under any plan, program, policy, practice, contract, or agreement of the Company through
the Date of Termination, with any amounts or benefits that constitute non-qualified deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), including the applicable regulations thereunder (“Section 409A”) to be paid or settled at the earliest
permissible date for purposes of Section 409A (collectively, the “Other Benefits”);
|
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(2) |
a lump sum cash payment equal to the product of (A) the sum of the Annual Base Salary and Target Incentive Payment and (B) three, paid as soon as reasonably
practicable after the Release (as defined below) effective date (without revocation by you) and no later than the 60th calendar day following the Date of Termination;
|
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(3) |
a prorated annual cash incentive award for the fiscal year in which the Date of Termination occurs based upon the period of time elapsed during such fiscal year prior
to the Date of Termination, calculated on a basis no less favorable than is applicable to other senior executives of the Company and assuming that any individual performance goals are satisfied in full, payable at the time that annual
incentive awards are paid to other senior executives of the Company (with any portion of such incentive award that was previously deferred to be paid in accordance with the applicable deferral arrangement and any election thereunder);
|
|
(4) |
a lump sum equal to the product of (A) the sum of (x) the annual premium for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 in effect as of
the Date of Termination for the level of coverage in effect for you under the Company’s group health plan and (y) the annual premium for coverage (based on the rate paid by the Company for active employees) under the Company’s life
insurance plans and (B) three, paid as soon as reasonably practicable after the Release effective date (without revocation by you) and no
later than the 60th calendar day following the Date of Termination (the “Benefits Continuation Payment”);
|
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(5) |
the amount equal to the sum of all Company contributions to which you are eligible as of immediately prior to the Date of Termination under the Company’s qualified
defined contribution plans and any excess or supplemental defined contribution plans that you would be eligible to receive as if your employment continued for three years after the Date of Termination, assuming for this purpose that (A)
your benefits under such plans are fully vested, (B) your eligible compensation for purposes of such plans in each of the three years is that set forth in Section 3 of this Retention Agreement and that such amounts are paid in equal monthly
installments over such three-year period, (C) to the extent that the Company contributions are determined based on your deferrals, that your contribution or deferral elections, as appropriate, are those in effect immediately prior to the
Date of Termination, and (D) to the extent that the Company contributions are discretionary, assuming such contributions are made at the rate of any discretionary contributions made by the Company during the plan year immediately preceding
the Date of Termination, paid as soon as reasonably practicable after the Release effective date (without revocation by you) and no later than the 60th calendar day following the Date of Termination; and
|
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(6) |
any outstanding long-term incentive awards granted to you will vest in full with respect to any service vesting requirement, with any performance-vesting awards to
remain outstanding and be eligible to be earned based on the level of performance achieved as determined on a basis no less favorable than that applicable to other senior executives of the Company, as if you had remained employed for the
full performance period, without proration and without regard to any applicable one year holding period, and with any such vested awards that constitute deferred compensation subject to Section 409A to be settled at the earliest permissible
date for purposes of Section 409A.
|
Sincerely,
|
||
WEBSTER FINANCIAL CORPORATION
|
||
By:
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/s/ William L. Atwell
|
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Name:
|
William L. Atwell
|
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Title:
|
Lead Independent Director
|
/s/ John R. Ciulla
|
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Name: John R. Ciulla
|
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Date: April 18, 2021
|
JOHN R. CIULLA
|
||
By:
|
||
WEBSTER FINANCIAL CORPORATION
|
||
By:
|
||
Name:
|
||
Title:
|
||
WEBSTER BANK, NATIONAL ASSOCIATION
|
||
By:
|
||
Name:
|
||
Title:
|
|
(1) |
as soon as reasonably practicable following the Date of Termination (as defined below) and in no event later than 30 days thereafter, (A) a lump sum cash payment
consisting of any (i) accrued Annual Base Salary, (ii) any annual cash incentive award earned by you and awarded by the Compensation Committee for a completed fiscal year (with any portion of such incentive award that was previously
deferred to be paid in accordance with the applicable deferral arrangement and any election thereunder), (iii) unused vacation accrued through the Date of Termination, and (iv) any unreimbursed expenses incurred through the Date of
Termination that are subject to reimbursement pursuant to the Company’s policies, in each case to the extent unpaid (the “Accrued Obligations”), and
(B) to the extent not theretofore paid or provided, any other amounts or benefits required to be paid or provided or which you are eligible to receive under any plan, program, policy, practice, contract, or agreement of the Company through
the Date of Termination, with any amounts or benefits that constitute non-qualified deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), including the applicable regulations thereunder (“Section 409A”) to be paid or settled at the earliest
permissible date for purposes of Section 409A (collectively, the “Other Benefits”);
|
|
(2) |
a lump sum cash payment equal to the product of (A) the sum of the Annual Base Salary and Target Incentive Payment and (B) two, paid as soon as reasonably practicable
after the Release (as defined below) effective date (without revocation by you) and no later than the 60th calendar day following the Date of Termination;
|
|
(3) |
a prorated annual cash incentive award for the fiscal year in which the Date of Termination occurs based upon the period of time elapsed during such fiscal year prior
to the Date of Termination, calculated on a basis no less favorable than is applicable to other senior executives of the Company and assuming that any individual performance goals are satisfied in full, payable at the time that annual
incentive awards are paid to other senior executives of the Company (with any portion of such incentive award that was previously deferred to be paid in accordance with the applicable deferral arrangement and any election thereunder);
|
|
(4) |
a lump sum equal to the product of (A) the sum of (x) the annual premium for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 in effect as of
the Date of Termination for the level of coverage in effect for you under the Company’s group health plan and (y) the annual premium for coverage (based on the rate paid by the Company for active employees) under the Company’s life
insurance plans and (B) two, paid as soon as reasonably practicable after the Release effective date (without revocation by you) and no
later than the 60th calendar day following the Date of Termination (the “Benefits Continuation Payment”);
|
|
(5) |
the amount equal to the sum of all Company contributions to which you are eligible as of immediately prior to the Date of Termination under the Company’s qualified
defined contribution plans and any excess or supplemental defined contribution plans that you would be eligible to receive as if your employment continued for two years after the Date of Termination, assuming for this purpose that (A) your
benefits under such plans are fully vested, (B) your eligible compensation for purposes of such plans in each of the two years is that set forth in Section 3 of this Retention Agreement and that such amounts are paid in equal monthly
installments over such two-year period, (C) to the extent that the Company contributions are determined based on your deferrals, that your contribution or deferral elections, as appropriate, are those in effect immediately prior to the Date
of Termination, and (D) to the extent that the Company contributions are discretionary, assuming such contributions are made at the rate of any discretionary contributions made by the Company during the plan year immediately preceding the
Date of Termination, paid as soon as reasonably practicable after the Release effective date (without revocation by you) and no later than the 60th calendar day following the Date of Termination; and
|
|
(6) |
any outstanding long-term incentive awards granted to you will vest in full with respect to any service vesting requirement, with any performance-vesting awards to
remain outstanding and be eligible to be earned based on the level of performance achieved as determined on a basis no less favorable than that applicable to other senior executives of the Company, as if you had remained employed for the
full performance period, without proration and without regard to any applicable one year holding period, and with any such vested awards that constitute deferred compensation subject to Section 409A to be settled at the earliest permissible
date for purposes of Section 409A.
|
Sincerely,
|
||
WEBSTER FINANCIAL CORPORATION
|
||
By:
|
/s/ John R. Ciulla
|
|
Name:
|
John R. Ciulla
|
|
Title:
|
Chairman, President and Chief Executive Officer
|
/s/ Glenn I. MacInnes
|
|
Name: Glenn I. MacInnes
|
|
Date: April 18, 2021
|
GLENN I. MACINNES
|
||
By:
|
||
WEBSTER FINANCIAL CORPORATION
|
||
By:
|
||
Name:
|
||
Title:
|
||
WEBSTER BANK, NATIONAL ASSOCIATION
|
||
By:
|
||
Name:
|
||
Title:
|
|
(1) |
as soon as reasonably practicable following the Date of Termination (as defined below) and in no event later than 30 days thereafter, (A) a lump sum cash payment
consisting of any (i) accrued Annual Base Salary, (ii) any annual cash incentive award earned by you and awarded by the Compensation Committee for a completed fiscal year (with any portion of such incentive award that was previously
deferred to be paid in accordance with the applicable deferral arrangement and any election thereunder), (iii) unused vacation accrued through the Date of Termination, and (iv) any unreimbursed expenses incurred through the Date of
Termination that are subject to reimbursement pursuant to the Company’s policies, in each case to the extent unpaid (the “Accrued Obligations”), and
(B) to the extent not theretofore paid or provided, any other amounts or benefits required to be paid or provided or which you are eligible to receive under any plan, program, policy, practice, contract, or agreement of the Company through
the Date of Termination, with any amounts or benefits that constitute non-qualified deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), including the applicable regulations thereunder (“Section 409A”) to be paid or settled at the earliest
permissible date for purposes of Section 409A (collectively, the “Other Benefits”);
|
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(2) |
a lump sum cash payment equal to the product of (A) the sum of the Annual Base Salary and Target Incentive Payment and (B) the number equal to the quotient of (x) the
number of full and partial months remaining in the Employment Period following the Date of Termination divided by (y) twelve (12), paid
as soon as reasonably practicable after the Release effective date (without revocation by you) and no later than the 60th calendar day following the Date of Termination;
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(3) |
a prorated annual cash incentive award for the fiscal year in which the Date of Termination occurs based upon the period of time elapsed during such fiscal year prior
to the Date of Termination, calculated on a basis no less favorable than is applicable to other senior executives of the Company and assuming that any individual performance goals are satisfied in full (the “Prorated Bonus”), payable at the time that annual incentive awards are paid to other senior executives of the Company (with any portion of such incentive award that was
previously deferred to be paid in accordance with the applicable deferral arrangement and any election thereunder);
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(4) |
for 18 months following the Date of Termination, a monthly cash payment (subject to reduction for applicable withholding taxes) equal to the monthly premium under the
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) in effect as of the Date of Termination for the level of coverage in effect for you
under the Company’s group health plan; provided that you are eligible for and timely elect COBRA continuation coverage (the “COBRA Continuation Payments”); and
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(5) |
(A) any outstanding long-term incentive awards granted to you will vest in full with respect to any service vesting requirement, with any performance-vesting awards
to remain outstanding and be eligible to be earned based on the level of performance achieved as determined on a basis no less favorable than that applicable to other senior executives of the Company, as if you had remained employed for the
full performance period, without proration and without regard to any applicable one year holding period, and with any such vested awards that constitute deferred compensation subject to Section 409A to be settled at the earliest permissible
date for purposes of Section 409A, and (B) the exercise period of any remaining stock options will be determined as though your service was terminated due to “retirement” under the terms of the applicable awards (the “LTI Benefits”).
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(1) |
a lump sum cash payment in an amount equal to the Accrued Obligations and the payment or provision of the Other Benefits to you, your estate or beneficiary, as the
case may be, as soon as reasonably practicable following the Date of Termination, with any amounts or benefits that constitute non-qualified deferred compensation under Section 409A to be paid or settled at the earliest permissible date for
purposes of Section 409A;
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(2) |
the Prorated Bonus, payable at the time that annual incentive payments are paid to other senior executives of the Company;
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(3) |
the Consulting Fee (as defined below) that would have been paid had you provided consulting services for the full Consulting Period, which amount will be paid (a) to
your estate or beneficiary in a lump sum as soon as reasonably practicable, and in no event later than 30 days, following the date of your death or (b) commence being paid in installments as set forth in Section 5.B as though the Consulting
Period commenced on your Date of Termination due to Disability; and
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(4) |
any unvested portion of the Synergy Integration Award will vest and be paid to you or your estate or beneficiary, as the case may be, in a lump sum as soon as
reasonably practicable, and in no event later than 30 days, following the Date of Termination.
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(1) |
a lump sum cash payment in an amount equal to the Accrued Obligations and the payment or provision of the Other Benefits to you as soon as reasonably practicable
following the Date of Termination, with any amounts or benefits that constitute non-qualified deferred compensation under Section 409A to be paid or settled at the earliest permissible date for purposes of Section 409A;
|
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(2) |
the Prorated Bonus, payable at the time that annual incentive payments are paid to other senior executives of the Company; and
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(3) |
the LTI Benefits.
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Sincerely,
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||
WEBSTER FINANCIAL CORPORATION
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||
By:
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/s/ John R. Ciulla
|
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Name:
|
John R. Ciulla
|
|
Title:
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Chairman, President and Chief Executive Officer
|
/s/ Jack Kopnisky
|
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Name: Jack Kopnisky
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|
Date: April 18, 2021
|
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• |
In conjunction with the Chief Executive Officer, (a) create the initial long-range strategic and financial plan, including relevant benchmarks to be measured, and
cultural foundation of Webster, (b) be a principal in integration activities, (c) determine the initial organizational structure and selection of the executive team, (d) interview and recommend to the lead directors of each of Webster and
Sterling, the initial members of the Board and Bank Board, and (e) drive incremental revenue growth.
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• |
Work to ensure the retention of the relationships with Sterling’s colleagues and customers.
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• |
As Executive Chairman and a member of each of the Board and Bank Board, (a) chair meetings of the Board and Bank Board and perform the role of Chairman of the Board
and Bank Board; (b) act as a liaison between (i) the Board and Bank Board, and (ii) the Chief Executive Officer; and (c) update the Board and Bank Board on critical issues.
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|
• |
Support actions to ensure execution of the integration plan and delivery of the integration plan and delivery of targeted performance objectives for the Company.
|
WEBSTER FINANCIAL CORPORATION
|
||
By:
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||
Name:
|
||
Title:
|
||
WEBSTER BANK, NATIONAL ASSOCIATION
|
||
By:
|
||
Name:
|
||
Title:
|
|
(1) |
as soon as reasonably practicable following the Date of Termination (as defined below) and in no event later than 30 days thereafter, (A) a lump sum cash payment
consisting of any (i) accrued Annual Base Salary, (ii) any annual cash incentive award earned by you and awarded by the Compensation Committee for a completed fiscal year (with any portion of such incentive award that was previously
deferred to be paid in accordance with the applicable deferral arrangement and any election thereunder), (iii) unused vacation accrued through the Date of Termination, and (iv) any unreimbursed expenses incurred through the Date of
Termination that are subject to reimbursement pursuant to the Company’s policies, in each case to the extent unpaid (the “Accrued Obligations”), and
(B) to the extent not theretofore paid or provided, any other amounts or benefits required to be paid or provided or which you are eligible to receive under any plan, program, policy, practice, contract, or agreement of the Company through
the Date of Termination, with any amounts or benefits that constitute non-qualified deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), including the applicable regulations thereunder (“Section 409A”) to be paid or settled at the earliest
permissible date for purposes of Section 409A (collectively, the “Other Benefits”);
|
|
(2) |
a lump sum cash payment equal to the product of (A) the sum of the Annual Base Salary and Target Incentive Payment and (B) three, paid as soon as reasonably
practicable after the Release (as defined below) effective date (without revocation by you) and no later than the 60th calendar day following the Date of Termination;
|
|
(3) |
a prorated annual cash incentive award for the fiscal year in which the Date of Termination occurs based upon the period of time elapsed during such fiscal year prior
to the Date of Termination, calculated on a basis no less favorable than is applicable to other senior executives of the Company and assuming that any individual performance goals are satisfied in full, payable at the time that annual
incentive awards are paid to other senior executives of the Company (with any portion of such incentive award that was previously deferred to be paid in accordance with the applicable deferral arrangement and any election thereunder);
|
|
(4) |
a lump sum equal to the product of (A) the sum of (x) the annual premium for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 in effect as of
the Date of Termination for the level of coverage in effect for you under the Company’s group health plan and (y) the annual premium for coverage (based on the rate paid by the Company for active employees) under the Company’s life
insurance plans and (B) three, paid as soon as reasonably practicable after the Release effective date (without revocation by you) and no
later than the 60th calendar day following the Date of Termination (the “Benefits Continuation Payment”);
|
|
(5) |
the amount equal to the sum of all Company contributions to which you are eligible as of immediately prior to the Date of Termination under the Company’s qualified
defined contribution plans and any excess or supplemental defined contribution plans that you would be eligible to receive as if your employment continued for three years after the Date of Termination, assuming for this purpose that (A)
your benefits under such plans are fully vested, (B) your eligible compensation for purposes of such plans in each of the three years is that set forth in Section 3 of this Retention Agreement and that such amounts are paid in equal monthly
installments over such three-year period, (C) to the extent that the Company contributions are determined based on your deferrals, that your contribution or deferral elections, as appropriate, are those in effect immediately prior to the
Date of Termination, and (D) to the extent that the Company contributions are discretionary, assuming such contributions are made at the rate of any discretionary contributions made by the Company during the plan year immediately preceding
the Date of Termination, paid as soon as reasonably practicable after the Release effective date (without revocation by you) and no later than the 60th calendar day following the Date of Termination; and
|
|
(6) |
any outstanding long-term incentive awards granted to you will vest in full with respect to any service vesting requirement, with any performance-vesting awards to
remain outstanding and be eligible to be earned based on the level of performance achieved as determined on a basis no less favorable than that applicable to other senior executives of the Company, as if you had remained employed for the
full performance period, without proration and without regard to any applicable one year holding period, and with any such vested awards that constitute deferred compensation subject to Section 409A to be settled at the earliest permissible
date for purposes of Section 409A.
|
Sincerely,
|
||
WEBSTER FINANCIAL CORPORATION
|
||
By:
|
/s/ John R. Ciulla
|
|
Name:
|
John R. Ciulla
|
|
Title:
|
Chairman, President and Chief Executive Officer
|
/s/ Luis Massiani
|
|
Name: Luis Massiani
|
|
Date: April 18, 2021
|
WEBSTER FINANCIAL CORPORATION
|
||
By:
|
||
Name:
|
||
Title:
|
||
WEBSTER BANK, NATIONAL ASSOCIATION
|
||
By:
|
||
Name:
|
||
Title:
|
|
• |
Jack L. Kopnisky, Executive Chairman, Webster Financial Corporation;
|
|
• |
Mona Aboelnaga Kanaan;
|
|
• |
John P. Cahill;
|
|
• |
James J. Landy;
|
|
• |
Maureen B. Mitchell;
|
|
• |
Richard L. O’Toole; and
|
|
• |
William E. Whiston.
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