Webster Financial 8-K 2008
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 21, 2008
Webster Financial Corporation
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (203) 465-4364
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
On April 21, 2008, Webster Financial Corporation (the Company) announced that William T. Bromage, President, Chief Operating Officer and a director of the Company and President, Chief Operating Officer and Vice-Chairman of the Board of Directors of Webster Bank, N.A., the Companys wholly owned subsidiary (together with the Company, Webster), will retire from Webster at the end of 2008. Mr. Bromage will relinquish all the offices, directorships and other positions he holds with Webster effective June 30, 2008. Mr. Bromage will serve as Vice Chairman of Webster Bank, N.A. through December 31, 2008. A copy of the press release announcing Mr. Bromages retirement is attached hereto as Exhibit 99.1.
On April 24, 2008, Webster entered into a separation agreement with Mr. Bromage (the Separation Agreement) providing for his resignation from certain offices and directorships he holds with Webster and his eventual termination of employment with Webster. The Separation Agreement is filed with this report as Exhibit 10.1 and is incorporated herein by reference. The summary of the Separation Agreement set forth below is qualified in its entirety by reference to the text of the Separation Agreement.
Under the Separation Agreement and subject to the terms and conditions set forth therein, Mr. Bromage is resigning effective June 30, 2008 from all the offices, directorships and other positions he holds with Webster. He will serve as Vice Chairman of Webster Bank, N.A. until December 31, 2008, at which time his employment with Webster will terminate.
From April 25 until December 31, 2008, Mr. Bromage will continue to receive payment of his base salary and will continue to participate in all benefit programs of Webster under the terms of such programs.
Following December 31, 2008, Mr. Bromage will be entitled to the following severance payments and benefits:
With respect to Mr. Bromages outstanding equity incentive awards:
- 2 -
In addition, the Change in Control Agreement between Webster and Mr. Bromage dated as of January 1, 2008 (the Change in Control Agreement) is cancelled as of April 24, 2008, provided that if prior to December 31, 2008, Webster executes a definitive agreement providing for a change in control (as defined in the Change in Control Agreement) and the change in control occurs on or prior to December 31, 2009, Mr. Bromage will become entitled to the payments that he would have received under the Change in Control Agreement had such agreement remained in effect. Any payments that become due as a result of a change in control will be offset by payments otherwise to be made pursuant to the Separation Agreement.
In consideration for the payments described above, Mr. Bromage agreed to execute a general release of claims at the time of his termination of employment.
- 3 -
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
- 4 -