Two People’s United Bank executives will receive multi-million-dollar payments to ensure that they do not compete with M&T Bank for three years after the merger between the two lenders takes place.

People’s United CEO and Chairman Jack Barnes and Senior Executive Vice President Kirk Walters have entered into restrictive covenant agreements, People’s United said in an SEC filing last week, preventing them from competing with M&T Bank for three years. They will also not be able to solicit the bank’s customers and employees for other opportunities during that time.

In consideration for the covenant, the filing said, Barnes will receive an $18 million payment. Walters, who heads People’s United’s corporate development and strategic planning, will receive $6 million.

Connecticut-based People’s United announced last week that it would be acquired by Buffalo-based M&T Bank in a $7.6 billion all-stock transaction. As part of the deal, Barnes, Walters and three other current members of People’s United’s board of directors will join M&T’s board after the acquisition is completed.

The lump-sum payments to Barnes and Walters will be made within 30 days of the completion of M&T Bank’s acquisition of People’s United. The transaction is currently expected to happen in the fourth quarter, pending regulatory and shareholder approval.

According to the filing, Barnes and Walters are not currently subject to a post-employment non-competition agreement. Under the new agreement, Barnes and Walters cannot without prior written consent “manage, control, participate in, consult with, or render services for any business or enterprise that competes with any business or division of the Company or any Company Subsidiary … in any geographic location within the United States in which the Company or a Related Entity operates.” This includes direct or indirect participation as an “officer, director, employee, partner, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, advisor, creditor, owner or otherwise,” the filing said. They are allowed stock ownership of less than 5 percent in a publicly-traded company.

Barnes and Walters were previously subject to a one-year non-solicitation agreement, the filing said, and the new agreement extends the restriction to three years and includes M&T Bank’s customers and employees.

The agreements include a claw-back provision that could require them to repay the after-tax amount of the payment if the bank determines they breached the provisions. The agreements will also terminate if the merger does not end up taking place.

People’s United Execs to Receive Millions for Non-Compete Agreements

by Diane McLaughlin time to read: 2 min
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