EXHIBIT 4.2
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WEBSTER FINANCIAL CORPORATION
AMENDMENT NUMBER 1
TO
AMENDED AND RESTATED
1992 STOCK OPTION PLAN
The Webster Financial Corporation 1992 Stock Option Plan, as amended
and restated (the "Plan") is hereby amended as set forth below:
1. Section 6(a) of the Plan is amended to add the following new
provision at the end thereof:
"No option may be exercisable after grant prior to the completion
of a minimum of one year of service for the Company from the date
of such grant to the Optionee, unless the Board has provided that
such service will not be required in the case of the death or
disability of the Optionee; this service requirement applies
solely with respect to options granted by reason of the 2,200,000
increase in Shares that may be awarded pursuant to Amendment
Number 2 to the Plan. The Board shall account for which Options
were granted pursuant to such amendment in its sole and complete
discretion."
2. Section 6(b) of the Plan is amended to add the following new
provisions at the end thereof:
"The Corporation or any Subsidiary, as the case may be, shall have
the right to deduct from payments of any kind otherwise due to the
Holder or Optionee any Federal, state, or local taxes of any kind
required by law to be withheld with respect to the vesting of or
other lapse of restrictions applicable to Restricted Stock or with
respect to the exercise of Options. At the time of the vesting, or
lapse of Restricted Stock or the exercise of Options, the
Corporation or any Subsidiary may direct the Holder or Optionee to
pay to the Corporation or such Subsidiary, as the case may be, any
amount that the Corporation or such Subsidiary may reasonably
determine to be necessary to satisfy the withholding obligation.
Subject to the prior approval of the Corporation or any
Subsidiary, as the case may be, which may be withheld in the sole
discretion thereof, the Holder or Optionee may elect to satisfy
these obligations, in whole or in part, (i) by causing the
Corporation or such Subsidiary to withhold shares of Stock
otherwise deliverable or by withholding from the Stock to be
issued upon the exercise of an Option or (ii) by delivering to the
Corporation or such Subsidiary shares of Stock already owned by
the Holder or Optionee. The shares of Stock so delivered or
withheld shall have a fair market value equal to the withholding
obligations. The fair market value of the shares of Stock used to
satisfy the withholding obligation shall be determined by the
Corporation or any Subsidiary as of the date that the amount of
tax to be withheld is to be determined.
No Restricted Stock Awards may be issued pursuant to a grant prior
to the completion of a minimum of one year of service for the
Company from the date of such grant to the Holder, unless the
Board has provided that such service will not be required in the
case of the death or disability of the Holder; this service
requirement applies solely with respect to Restricted Stock Awards
granted by reason of the 2,200,000 increase in Shares that may be
awarded pursuant to Amendment Number 2 to the Plan. The Board
shall account for which Restricted Stock Awards were granted
pursuant to such amendment in its sole and complete discretion.
Of the increase in Incentive Awards by 2,200,000 Shares pursuant
to Amendment Number 2 to the Plan, no more than 220,000 Shares
therefore may be actually issued as
Restricted Stock Awards. The Board shall account for which
Restricted Stock Awards were granted pursuant to such amendment in
its sole and complete discretion."
3. Section 9 of the Plan is amended to add the following sentence at
the end thereof:
"No Option granted under the Plan shall be amended or modified so
as to reduce the Option Price of such Option and no other action
shall be taken to reprice any Option if such amendment,
modification or other repricing would result in a charge against
the earning of the Company or any of its Affiliates."
4. Section 12(a) of the Plan is amended to read in its entirety as
follows:
"(a) Employees and Subsidiary Directors. Upon the termination of
the employment or service of an Optionee (other than a
Non-Employee Director) with the Corporation or a Subsidiary, other
than by reason of the Normal Retirement (as defined below), death
or "permanent and total disability" (within the meaning of Section
22(e)(3) of the Code) of such Optionee, any Option granted
pursuant to the Plan shall terminate three months after the date
of such termination of employment or service, unless earlier
terminated pursuant to Section 10(a) above, and such Optionee
shall have no further right to purchase shares of Stock pursuant
to such Option; provided, however, that the Board may provide, by
inclusion of appropriate language in an Option Agreement, that an
Optionee may (subject to the general limitations on exercise set
forth in Section 10(b) above), in the event of termination of
employment or service of the Optionee with the Corporation or a
Subsidiary, exercise an Option, in whole or in part, at any time
subsequent to such termination of employment or service and before
termination of the Option as provided in Section 10(a) above,
either subject to or without regard to any installment limitation
on exercise imposed pursuant to Section 10(b) above. Upon the
termination of the employment or service of a Holder with the
Corporation or a Subsidiary other than by reason of Normal
Retirement, death or "permanent and total disability" (within the
meaning of Section 22(e)(3) of the Code), any restricted Stock
issued to such Holder that has not vested, or with respect to
which all applicable restrictions and conditions have not lapsed,
shall immediately be deemed forfeited, unless the Board, in its
discretion, determines otherwise. Upon forfeiture of restricted
Stock, the Holder shall have no further rights with respect to
such Stock, including but not limited to any right to vote
restricted Stock or any right to receive dividends with respect to
such shares of restricted Stock. Whether a leave of absence or
leave on military or government service shall constitute a
termination of employment or service for purposes of the Plan
shall be determined by the Board, which determination shall be
final and conclusive. For purposes of the Plan, a termination of
employment or service with the Corporation or a Subsidiary shall
not be deemed to occur if immediately thereafter the Optionee or
Holder is employed with the Corporation or any Subsidiary or is
serving as a Subsidiary Director. Upon the termination of the
employment or service of an Optionee (other than a Non-Employee
Director) with the Corporation or a Subsidiary by reason of the
Optionee's retirement after attaining age 65 ("Normal
Retirement"), such Optionee shall have the right (subject to the
general limitations on exercise set forth in Section 10(b) above),
at any time before termination of the Option as provided in
Section 10(a) above, to exercise, in whole or in part, any Option
held by such Optionee at the date of such termination of
employment or service, whether or not such Option was exercisable
immediately before such termination of employment or service;
provided, however, that the Board may provide, by inclusion of
appropriate language in the Option Agreement, that the Optionee
may (subject to the general limitations on exercise set forth in
Section 10(b) above), in the event of the termination of
employment or service of the Optionee with the Corporation or a
Subsidiary by reason of Normal Retirement, exercise an Option, in
whole or in part, at any time subsequent to such termination of
employment or service and before termination of the Option as
provided in Section 10(a) above, either subject to or without
regard to any installment limitation on exercise imposed pursuant
to Section 10(b) above. If a Holder terminates employment or
service with the Corporation or a Subsidiary by reason of Normal
Retirement, except as provided in the applicable Award Agreement,
all shares of restricted Stock granted to such Holder shall fully
vest upon such termination of employment or service."
5. The Plan shall otherwise be unchanged by this Amendment Number 1.
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