{"id":38193,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1992-stock-option-and-restricted-stock-plan-fleet-financial.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1992-stock-option-and-restricted-stock-plan-fleet-financial","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1992-stock-option-and-restricted-stock-plan-fleet-financial.html","title":{"rendered":"1992 Stock Option and Restricted Stock Plan &#8211; Fleet Financial Group Inc."},"content":{"rendered":"<pre> \n                          FLEET FINANCIAL GROUP, INC.\n        AMENDED AND RESTATED 1992 STOCK OPTION AND RESTRICTED STOCK PLAN\n \n1. Purpose\n \n     This Amended and Restated 1992 Stock Option and Restricted Stock Plan (the\n'Plan') constitutes an amendment and restatement of the 1992 Stock Option and\nRestricted Stock Plan which was adopted by the Board of Directors of Fleet\nFinancial Group, Inc. (the 'Corporation') on January 15, 1992, and approved by\nthe stockholders of the Corporation on April 15, 1992, further amended on\nFebruary 16, 1994 and approved by the stockholders on April 20, 1994 (the '1994\nAmendment'), and further amended on February 21, 1996 and approved by the\nstockholders on April 17, 1996 (the '1996 Amendment'). The purpose of this Plan\nis to advance the interests of the Corporation by enhancing the ability of the\nCorporation and its subsidiaries to attract and retain officers, employees and\nnon-employee directors to the Corporation, to reward such individuals for their\ncontributions and to encourage them to take into account the long-term interests\nof the Corporation through interests in the Corporation's Common Stock, $.01 par\nvalue per share (the 'Stock'). Any officer, director or employee selected to\nreceive an award under the Plan is referred to as a 'participant'.\n \n     The Plan provides for the grant of options to acquire Stock ('Options'),\nwhich may be incentive options ('ISOs') within the meaning of the Internal\nRevenue Code of 1986, as amended (the 'Code'), and awards of Stock subject to\ncertain restrictions ('Restricted Stock'). Under the Plan, Restricted Stock\nconsists exclusively of (i) Stock subject to performance-based restrictions\nintended to comply with the provisions of Section 162(m) of the Code\n('Performance-Based Restricted Stock') and (ii) Stock awarded to non-employee\ndirectors in lieu of some or all of the cash compensation such directors would\notherwise receive for their service as directors ('Non-employee Director\nRestricted Stock'). Grants of Options and awards of Restricted Stock are\nreferred to herein as 'Awards'. The grant of an Option may also involve the\ngrant of stock appreciation rights as described in Section 6.\n \n2. Administration\n \n     The Plan shall be administered, construed and interpreted by the Board of\nDirectors or by one or more committees appointed by the Board of Directors of\nthe Corporation (any such committee being hereafter referred to as the\n'Committee'). The Committee shall have discretionary authority, not inconsistent\nwith the express provisions of the Plan, (a) to make Awards to such participants\nas the Committee may select; (b) to determine the time or times when Awards\nshall be granted and the number of shares of Stock subject to each Award; (c) to\ndetermine which Options are, and which Options are not, intended to be ISOs; (d)\nto determine the terms and conditions of each Award; (e) to prescribe the form\nor forms of any instruments evidencing Awards and any other instruments required\nunder the Plan and to change such forms from time to time; (f) to adopt, amend,\nand rescind rules and regulations for the administration of the Plan; and (g) to\ninterpret the Plan and to decide any questions and settle all controversies and\ndisputes that may arise in connection with the Plan. Such determinations of the\nCommittee shall be conclusive and shall bind all parties.\n \n     No member of the Board of Directors or the Committee shall be liable for\nany action or determination made in good faith, and the members shall be\nentitled to indemnification and reimbursement in the manner provided in the\nCorporation's By-laws.\n \n     As used in the Plan, the 'fair market value' of Stock as of any date shall\nbe the mean of the high and low sale prices of the shares of Stock on the\nprincipal exchange on which the Stock is traded on such date or as the Committee\nmay otherwise determine.\n \n                                      1\n\n3. Eligibility\n \n     Persons eligible to receive Awards under the Plan shall be those key\nemployees and officers, who, in the opinion of the Committee, are in a position\nto make a significant contribution to the success of the Corporation and its\nsubsidiaries. No person who beneficially owns five percent or more of the\noutstanding Stock of the Corporation shall be eligible to participate in the\nPlan, to exercise an Option previously granted to him or her or to take full\npossession of Restricted Stock previously issued to him or her. A 'subsidiary'\nof the Corporation shall mean a corporation, whether domestic or foreign, in\nwhich the Corporation shall own, directly or indirectly, a majority of the\ncapital shares entitled to vote at the annual meeting thereof. Non-employee\ndirectors shall be eligible to receive Awards under the Plan in lieu of some or\nall of the cash compensation they would otherwise receive for their service as\ndirectors, to the extent that their eligibility for such Awards would not\ndisqualify them as disinterested persons for purposes of Rule 16b-3 under the\nSecurities Exchange Act of 1934, as amended (the 'Exchange Act').\n \n4. Stock Subject to Awards\n \n     The Stock subject to Awards under the Plan shall be either authorized but\nunissued shares or treasury shares. Subject to adjustment in accordance with the\nprovisions of Paragraph 5(g) and 7(e) hereof, the total number of shares (the\n'Eligible Shares') of such Stock shall be 10,500,000 shares (the number of\nshares authorized under the Plan prior to adoption of the 1996 Amendment) plus\nan additional 13,000,000 shares. Subject to like adjustment, the total amount of\nStock as to which Options may be granted or Stock Awards may be issued to any\none person participating under the Plan shall not exceed in the aggregate that\nnumber of shares equal to ten percent of the total amount of outstanding Stock\nof the Corporation. Subject to like adjustment, the maximum number of shares\nissuable upon the exercise of Options that are ISOs shall be 15,000,000.\n \n     In the event that any outstanding Option or Restricted Stock Award under\nthe Plan for any reason expires, is forfeited or is terminated prior to the end\nof the period during which Awards may be made under the Plan, the shares of\nStock allocable to the unexercised portion of such Option or the portion of such\nRestricted Stock Award that has terminated or been forfeited may again be\nsubject to award under the Plan. Shares of Stock delivered to the Corporation to\npay the exercise price of any Option or to satisfy the tax withholding\nconsequences of an Option exercise or the grant or vesting of Restricted Stock\nshall again be subject to award under the Plan.\n \n5. Terms and Conditions Applicable to all Options Granted Under the Plan\n \n     Options granted pursuant to the Plan shall be evidenced by agreements in\nsuch form as the Committee shall, from time to time, approve, which agreements\nshall in substance include and comply with and be subject to the following terms\nand conditions:\n \n  a. Medium and Time of Payment\n \n     The exercise price of an Option shall be payable either (i) in United\nStates dollars in cash or by check, bank draft or money order payable to the\norder of the Corporation, (ii) through the delivery of shares of Stock owned by\nthe optionee with a fair market value equal to the option price or (iii) by a\ncombination of (i) and (ii). Fair market value of Stock so delivered shall be\ndetermined on the date of exercise. Unless the Committee otherwise determines,\nan optionee may engage in a successive exchange (or series of exchanges) in\nwhich Stock such optionee is entitled to receive upon exercise of an Option may\nbe simultaneously utilized as payment for the exercise of an additional Option\nor Options.\n \n     To the extent permitted by applicable law, the Committee may permit payment\nof the Option exercise price through arrangements with a brokerage firm under\nwhich such firm, on behalf of the optionee, will pay the exercise price to the\nCorporation and the Corporation will promptly deliver to such firm the number of\nshares of Stock subject to the Option so that the firm may sell such shares, or\na portion thereof, for the account of the optionee. In addition, the Committee\nmay permit payment of the\n \n                                      2\n\nOption exercise price by delivery of an unconditional and irrevocable\nundertaking by a broker to deliver promptly to the Corporation sufficient funds\nto pay the exercise price as soon as the shares subject to the Option, or a\nportion thereof, are sold on behalf of the optionee.\n \n  b. Numbers of shares\n \n     The Option shall state the total number of shares to which it pertains. No\nOption may be exercised in part for fewer than ten shares. Subject to adjustment\nas provided in Section 5(g), in any fiscal year of the Corporation, the\naggregate number of shares of Stock of the Corporation as to which Options may\nbe granted to any one participant shall not exceed 325,000.\n \n  c. Option Price\n \n     The exercise price of an Option shall be not less than the fair market\nvalue of the shares of Stock covered by the Option on the date of grant except\nthat (i) in connection with an amendment of an Option which does not reduce the\nexercise price of the Option but which, in the opinion of the Committee, is or\nmay be treated for tax or other technical purposes (including, in particular,\nfor purposes of Section 16 of the Exchange Act) as a new grant of the Option,\nthe exercise price of such amended Option may be less than the then fair market\nvalue of the shares of Stock subject to such Option so long as such exercise\nprice is equal to or greater than the exercise price of the original Option, and\n(ii) in connection with an acquisition, consolidation, merger or other\nextraordinary transaction, Options may be granted at less than the then fair\nmarket value in order to replace Options previously granted by one or more\nparties to such transaction (or their affiliates) so long as the aggregate\nspread on such replacement Options for any recipient of such Options is equal to\nor less than the aggregate spread on the Options being replaced.\n \n  d. Expiration of Options\n \n     Each Option granted under the Plan shall expire on a date determined by the\nCommittee which date may not be more than ten years from the date the Option is\ngranted.\n \n  e. Date of Exercise\n \n     The Committee may, in its discretion, provide that an Option may not be\nexercised in whole or in part for any period or periods of time specified by the\nCommittee. Except as may be so provided, any Option may be exercised in whole at\nany time, or in part from time to time, during its term. In the case of an\nOption not immediately exercisable in full, the Committee may at any time\naccelerate the time at which all or any part of the Option may be exercised.\n \n  f. Termination of Service\n \n     The Committee shall, subject to the provisions of Section 5(d), determine\nfor each Award of an Option the extent to which the participant (or his legal\nrepresentative) shall have the right to exercise the Option following\ntermination of such participant's service to the Corporation or any subsidiary.\nSuch provisions may reflect distinctions based on the reasons for the\ntermination of service and any other relevant factors that the Committee may\ndetermine.\n \n  g. Adjustments on Changes in Stock\n \n     The aggregate number of shares of Stock as to which Options may be granted\nunder the Plan, the aggregate number of shares of Stock as to which Options may\nbe granted to any one such participant, the number of shares of Stock covered by\neach outstanding Option, and the exercise price per share of each outstanding\nOption, shall be proportionately adjusted by the Committee for any increase or\ndecrease in the number of issued shares of Stock resulting from subdivisions or\nconsolidation of shares or other capital adjustments, the payment of a Stock\ndividend or any other increase or decrease in such shares effected without\nreceipt of consideration by the Corporation; provided, however, that no such\nadjustment shall be made unless and until the aggregate effect of all such\nincreases and decreases accruing after the effective date of the 1996 Amendment\nshall have increased or decreased the number\n \n                                      3\n\n\nof issued shares of Stock by five percent or more; and provided further, that \nany fractional shares resulting from any such adjustment shall be eliminated. \nAny such determination by the Committee shall be conclusive.\n \n  h. Assignability\n \n     Except as permitted by the Committee, Options shall be nontransferable\nexcept by the laws of descent and distribution or pursuant to a qualified\ndomestic relations order. So long as nontransferability of an Option shall be\nrequired to exempt the grant of an Option from the provisions of Section 16(b)\nof the Exchange Act, no Option that the Committee intends to grant in a\ntransaction exempted from such Section may be assigned or transferred except by\nwill or by the laws of descent and distribution. So long as nontransferability\nof ISOs is a requirement of the Code, unless the Committee specifies otherwise,\nno Option granted as an ISO may be assigned or transferred except by will, by\nthe laws of descent and distribution or pursuant to a qualified domestic\nrelations order.\n \n  i. Rights as a Stockholder\n \n     An optionee shall have no rights as a stockholder with respect to shares\ncovered by an Option until the date the shares are issued and only after such\nshares are fully paid. No adjustment will be made for dividends or other rights\nthe record date for which is prior to the date of such issuance.\n \n  j. Tax Withholding\n \n     The Committee shall have the right to require that the participant\nexercising the Option remit to the Corporation an amount sufficient to satisfy\nany federal, state, or local withholding tax requirements (or make other\narrangements satisfactory to the Committee with regard to such taxes) prior to\nthe delivery of any Stock pursuant to the exercise of the Option. If permitted\nby the Committee, either at the time of the grant of the Option or in connection\nwith its exercise, the participant may elect, at such time and in such manner as\nthe Committee may prescribe, to satisfy such withholding obligation by (i)\ndelivering Stock having a fair market value equal to such withholding\nobligation, or (ii) requesting that the Corporation withhold from the shares of\nStock to be delivered upon the exercise a number of shares of Stock having a\nfair market value equal to such withholding obligation.\n \n     In the case of an ISO, the Committee may require as a condition of exercise\nthat the participant exercising the Option agree to inform the Corporation\npromptly of any disposition (within the meaning of section 424(c) of the Code\nand the regulations thereunder) of Stock received upon exercise.\n \n  k. Change in Control\n \n     Notwithstanding the provisions of any Option that provide for its exercise\nin installments, such Option shall become immediately exercisable in the event\nof a change in control or offer to effect a change in control. For purposes of\nthis Paragraph 5(k), a 'change in control' shall mean either of the following\nevents; (a) the acquisition of the beneficial ownership (as that term is defined\nin Rule 13d-3 under the Exchange Act) of 20 percent or more of the voting\nsecurities of the Corporation by purchase, merger, consolidation or otherwise by\nany person or by persons acting as a group within the meaning of Section 13(d)\nof the Exchange Act; provided, however, a change in control shall not be deemed\nto have occurred if the acquisition of such securities is by one or more\nemployee benefit plans of the Corporation or (b) in any two-year period,\nindividuals who at the beginning of such period constitute the Board of\nDirectors of the Corporation cease for any reason, to constitute at least a\nmajority of the Board of Directors of the Corporation at, or at any time prior\nto the conclusion of, such two-year period. The term 'person' refers to an\nindividual or a corporation, partnership, trust, association, joint venture,\npool, syndicate, sole proprietorship, unincorporated organization or any other\nform of entity not specifically listed herein. The decision as to whether a\nchange in control or offer to effect a change in control has occurred shall be\nmade by a majority of the Continuing Directors (as defined in the Restated\nArticles of Incorporation as in effect on February 21, 1996) and shall be\nconclusive and binding.\n \n                                     4\n\n     Notwithstanding Paragraph 8 of the Plan, this provision shall not be\namended or revoked in any manner without the affirmative vote of 80% of the\nBoard of Directors and a majority of the Continuing Directors (as defined\nabove).\n \n  l. Additional Restrictions and Conditions\n \n     The Committee may impose such other restrictions and conditions (in\naddition to those required by the provisions of this Plan) on any Award of\nOptions hereunder and may waive any such additional restrictions and conditions,\nso long as (i) any such additional restrictions and conditions are consistent\nwith the terms of this Plan and (ii) such waiver does not waive any restriction\nor condition required by the provisions of this Plan.\n \n  m. Repricing\n \n     The Committee shall not, without further approval of the stockholders of\nthe Corporation, (i) authorize the amendment of any outstanding Option to reduce\nthe exercise price of such Option or (ii) grant a replacement Option upon the\nsurrender and cancellation of a previously granted Option for the purpose of\nreducing the exercise price of such Option. Nothing contained in this section\nshall affect the Committee's right to make the adjustments permitted under\nSection 5(g).\n \n6. Stock Appreciation Rights\n \n     At the discretion of the Committee, a participant who has been granted an\nOption may also be granted the right to require the Corporation to purchase all\nor a portion of such Option for cancellation (a 'stock appreciation right'). To\nthe extent that the participant exercises this right, the Corporation shall pay\nhim in cash and\/or Stock the excess of the fair market value of each share of\nStock covered by the Option (or a portion thereof purchased), determined on the\ndate the election is made, over the exercise price of the Option. The election\nshall be made by delivering written notice thereof to the Committee. Shares\nsubject to the Option so purchased shall not again be available for purposes of\nthe Plan. Subject to adjustment as provided in Section 5(g), in any fiscal year\nof the Corporation, the aggregate number of shares of Stock as to which stock\nappreciation rights may be granted to any one person participating under the\nPlan shall not exceed 325,000.\n \n7. Terms and Conditions Applicable to Restricted Stock Awards\n \n     Awards of Restricted Stock may be Performance-Based Restricted Stock, as\ndescribed in Section 7(i), or Non-employee Director Restricted Stock, as\ndescribed in Section 7(j). The provisions of Sections 7(a) through 7(h) are\napplicable to all shares of Restricted Stock.\n \n  a. Number of Shares\n \n     The total number of shares of Restricted Stock that may be awarded under\nthe Plan on a cumulative basis shall not exceed one percent of the Stock of the\nCorporation outstanding at the date of any such Award. In any fiscal year of the\nCorporation, the aggregate number of shares of Stock as to which Restricted\nStock Awards may be granted to any one person participating under the Plan shall\nnot exceed 100,000.\n \n     Each Restricted Stock Award under the Plan shall be evidenced by a stock\ncertificate of the Corporation, registered in the name of the participant,\naccompanied by an agreement in such form as the Committee shall prescribe from\ntime to time. The Restricted Stock Awards shall comply with the following terms\nand conditions and with such other terms and conditions not inconsistent with\nthe terms of this Plan as the Committee, in its discretion, shall establish.\n \n  b. Stock Legends; Prohibition on Disposition\n \n     Certificates for shares of Restricted Stock shall bear an appropriate\nlegend referring to the restrictions to which they are subject, and any attempt\nto dispose of any such shares of Stock in\n \n                                      5\n\ncontravention of such restrictions shall be null and void and without effect.\nThe certificates representing shares of Restricted Stock shall be held by the\nCorporation until the restrictions are satisfied.\n \n  c. Termination of Service\n \n     The Committee shall determine the extent to which the restrictions on any\nRestricted Stock Award shall lapse upon the termination of the participant's\nservice to the Corporation and its subsidiaries, due to death, disability,\nretirement or for any other reason. If the restrictions on all or any portion of\na Restricted Stock Award shall not lapse, the participant, or in the event of\nhis death, his personal representative, shall forthwith deliver to the Secretary\nof the Corporation such instruments of transfer, if any, as may reasonably be\nrequired to transfer the shares back to the Corporation.\n \n  d. Change in Control\n \n     Upon the occurrence of a change in control or an offer to effect a change\nin control of the Corporation, as determined in Paragraph 5(k) of this Plan, all\nrestrictions then outstanding with respect to shares of Restricted Stock shall\nautomatically expire and be of no further force and effect and all certificates\nrepresenting such shares of Stock shall be delivered to the participant.\n \n  e. Adjustment for Changes in Stock\n \n     The Committee shall proportionately adjust the aggregate number of shares\nof Stock as to which Restricted Stock Awards may be granted to participants\nunder the Plan and the aggregate number of shares of Stock as to which\nRestricted Stock Awards may be granted to any one such person for any increase\nor decrease in the number of issued shares of Stock resulting from the\nsubdivision or consolidation of shares or other capital adjustments, the payment\nof a stock dividend, or any other increase or decrease in such shares without\nthe payment of consideration; provided, however, that no such adjustment shall\nbe made unless and until the aggregate effect of all such increases and\ndecreases accruing after the effective date of the 1996 Amendment shall have\nincreased or decreased the number of issued shares of Stock of the Corporation\nby five percent or more; and provided, further, that any fractional shares\nresulting from any such adjustment shall be eliminated. Any such determination\nby the Committee shall be conclusive. Shares of Stock issued with respect to any\noutstanding Awards as a result of any of the foregoing events shall be subject\nto the same restrictions.\n \n  f. Effect of Attempted Transfer\n \n     No benefit payable or interest in any Restricted Stock Award shall be\nsubject in any manner to anticipation, alienation, sale, transfer, assignment,\npledge, encumbrance or charge and any such attempted action shall be void and no\nsuch interest in any Restricted Stock Award shall be in any manner liable for or\nsubject to debts, contracts, liabilities, engagements or torts of any\nparticipant or his beneficiary. If any participant or beneficiary shall become\nbankrupt or shall attempt to anticipate, alienate, sell, transfer, assign,\npledge, encumber or charge any benefit payable under or interest in any\nRestricted Stock Award, then the Committee, in its discretion, may hold or apply\nsuch benefit or interest or any part thereof to or for the benefit of such\nparticipant or his beneficiary, his spouse, children, blood relatives or other\ndependents, or any of them, in any such manner and such proportions as the\nCommittee may consider proper.\n \n  g. Payment of Taxes\n \n     The Corporation shall have the right to deduct from any Restricted Stock\nAward or other payment hereunder any amount that federal, state, local or\nforeign tax law requires to be withheld with respect to such Award or payment or\nto require that the participant, prior to or simultaneously with the Corporation\nincurring any obligation to withhold any such amount, pay such amount to the\nCorporation in cash or, at the option of the Corporation, shares of Stock (which\nshall be valued at the fair market value on the date of payment). There is no\nobligation under the Plan that any participant be advised of the existence of\nthe tax or the amount required to be withheld. Without limiting the generality\nof the foregoing, in any case where it is determined that tax is required to be\nwithheld in connection with the\n \n                                      6\n\nissuance, transfer or delivery of shares of Stock under this Plan, the\nCorporation may, pursuant to such rules as the Committee may establish, reduce\nthe number of shares so issued, transferred or delivered by such number of\nshares as the Corporation may deem appropriate in its sole discretion to comply\nwith such withholding. Notwithstanding any other provision of this Plan, the\nCommittee may impose such conditions on the payment of any withholding\nobligations as may be required to satisfy applicable regulatory requirements,\nincluding without limitation, those under the Exchange Act.\n \n  h. Rights as a Stockholder\n \n     A participant shall have the right to receive dividends on shares of Stock\nsubject to the Restricted Stock Award during the applicable Restricted Period,\nto vote the Stock subject to the award and to enjoy all other stockholder\nrights, except that the employee shall not be entitled to delivery of the stock\ncertificate until the applicable Restricted Period shall have lapsed (if at\nall).\n \n  i. Performance-Based Restricted Stock\n \n     Awards of Performance-Based Restricted Stock are intended to qualify as\nperformance-based for the purposes of Section 162(m) of the Code. The Committee\nshall provide that shares of Stock issued to a participant in connection with an\nAward of Performance-Based Restricted Stock may not be sold, assigned,\ntransferred, pledged, hypothecated or otherwise disposed of, except by will or\nthe laws of descent and distribution, for such period as the Committee shall\ndetermine, beginning on the date on which the Award is granted (the 'Restricted\nPeriod') and that the Restricted Period applicable to such Restricted Stock\nshall lapse (if at all) only if certain preestablished objectives are attained.\nPerformance goals may be based on any of the following criteria: (i) earnings or\nearnings per share, (ii) return on equity, (iii) return on assets, (iv)\nrevenues, (v) expenses, (vi) one or more operating ratios, (vii) stock price,\n(viii) stockholder return, (ix) market share, (x) charge-offs, (xi) credit\nquality, (xii) reductions in non-performing assets, (xiii) customer satisfaction\nmeasures and (xiv) the accomplishment of mergers, acquisitions, dispositions or\nsimilar extraordinary business transactions. The Committee shall establish one\nor more objective performance goals for each such Award of Restricted Stock on\nthe date of grant. The performance goals selected in any case need not be\napplicable across the Corporation, but may be particular to an individual's\nfunction or business unit. The Committee shall determine whether such\nperformance goals are attained and such determination shall be final and\nconclusive. In the event that the performance goals are not met, the Restricted\nStock shall be forfeited and transferred to, and reacquired by, the Corporation\nat no cost to the Corporation.\n \n     The Committee may impose such other restrictions and conditions (in\naddition to the performance-based restrictions described above) on any Award of\nshares of Performance-Based Restricted Stock as the Committee deems appropriate\nand may waive any such additional restrictions and conditions, so long as such\nwaiver does not waive any restriction described in the previous paragraph.\nNothing herein shall limit the Committee's ability to reduce the amount payable\nunder an Award upon the attainment of the performance goal(s), provided,\nhowever, that the Committee shall have no right under any circumstance to\nincrease the amount payable under, or waive compliance with, any applicable\nperformance goal(s).\n \n  j. Non-employee Director Restricted Stock\n \n     Awards of Non-employee Director Restricted Stock shall be made exclusively\nto directors of the Corporation who are not employees of the Corporation or any\nof its subsidiaries. The Committee shall provide that shares issued in\nconnection with an Award of Non-employee Director Restricted Stock may not be\nsold, assigned, transferred, pledged, hypothecated or otherwise disposed of,\nexcept by will or the laws of descent and distribution, until the earlier of (i)\nthe director's retirement as a director of the Corporation at or after the\nretirement age specified in the Corporation's By-laws, (ii) the director's death\nor total and permanent disability or (iii) the director's resignation from the\nBoard of Directors of the Corporation with the consent of such Board. Shares of\nNon-employee Director Restricted Stock may be awarded only in lieu of cash\ncompensation that would otherwise have been payable to the\n \n                                      7\n\ndirector receiving such Award and such cash compensation shall be reduced by the\nfair market value of the shares of Stock so awarded on the date of such Award.\n \n     The Committee may impose such other restrictions and conditions (in\naddition to the restrictions described above) on any Award of shares of\nNon-employee Director Restricted Stock as the Committee deems appropriate and\nmay waive any such additional restrictions and conditions applicable to such\nshares so long as such waiver does not waive any restriction described in the\npreceding paragraph.\n \n8. Amendment; Applicability to Outstanding Options\n \n     The Committee may alter, amend or suspend the Plan at any time or alter and\namend Awards granted hereunder; provided, however, that no such amendment may,\nwithout the consent of any participant to whom an Option shall theretofore have\nbeen granted or to whom a Restricted Stock Award shall theretofore have been\nissued, adversely affect the right of such participant under such Award. Unless\nthe Committee otherwise determines, any amendment to this Plan effected by the\n1996 Amendment shall not apply to any Option outstanding on the date of\nstockholder approval of the 1996 Amendment held by a participant subject to\nSection 16(a) of the Exchange Act if the effect of such application would be to\ncause the Option to be deemed to have been regranted for purposes of Rule 16b-3\nunder the Exchange Act, and provided, further, that no material amendment of the\nPlan may, without stockholder approval thereof, become effective if such\napproval is required for purposes of Rule 16b-3 under the Exchange Act.\n \n9. Termination\n \n     Options and Restricted Stock Awards may be granted pursuant to the Plan\nfrom time to time within a period of ten years from January 15, 1992. The Board\nof Directors may terminate the Plan at any time, and no Options shall be granted\nnor Restricted Stock awarded thereafter. Such termination shall not affect the\nvalidity of any Award then outstanding.\n \n10. Legality of Grant\n \n     The granting of any Award under this Plan and the issuance or transfer of\nOptions and shares of Stock pursuant hereto are subject to all applicable\nfederal and state laws, rules and regulations and to such approvals by any\nregulatory or government agency (including, without limitation, no-action\npositions of the Securities and Exchange Commission) which may, in the opinion\nof counsel for the Corporation, be necessary or advisable in connection\ntherewith. Without limiting the generality of the foregoing, no Awards may be\ngranted under this Plan and no Options or shares shall be issued by the\nCorporation, nor cash payments made by the Corporation pursuant to or in\nconnection with any such Award unless and until in any such case all legal\nrequirements applicable to the issuance or payment have, in the opinion of\ncounsel for the Corporation, been complied with. In connection with any Option\nor Stock issuance or transfer, the person acquiring the shares or the Option\nshall, if requested by the Corporation, give assurance satisfactory to counsel\nto the Corporation with respect to such matters as the Corporation may deem\ndesirable to assure compliance with all applicable legal requirements.\n \n11. Effective Date\n \n     The 1996 Amendment shall become effective upon the adoption thereof by the\naffirmative vote of a majority of Stock, present in person or represented by\nproxy, and entitled to vote thereon at the 1996 Annual Meeting of Stockholders\nwhen a quorum is present.\n \n                                      8\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7545],"corporate_contracts_industries":[9415],"corporate_contracts_types":[9539,9545],"class_list":["post-38193","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-fleetboston-financial-corp","corporate_contracts_industries-financial__banks","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38193","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38193"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38193"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38193"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38193"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}