{"id":38194,"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-fleetbosto2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1992-stock-option-and-restricted-stock-plan-fleetbosto2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1992-stock-option-and-restricted-stock-plan-fleetbosto2.html","title":{"rendered":"1992 Stock Option and Restricted Stock Plan &#8211; FleetBoston Financial Corp."},"content":{"rendered":"<pre>\n                              FLEETBOSTON FINANCIAL\n              AMENDED AND RESTATED 1992 STOCK OPTION AND RESTRICTED\n               STOCK PLAN (AS AMENDED THROUGH DECEMBER 21, 1999)\n\n1.       Purpose\n\n         This Amended and Restated 1992 Stock Option and Restricted Stock Plan\n(the 'Plan') constitutes an amendment and restatement of the 1992 Stock Option\nand Restricted Stock Plan which was adopted by the Board of Directors of Fleet\nBoston Corporation (the 'Corporation') on January 15, 1992, and approved by the\nstockholders of the Corporation on April 15, 1992, further amended on February\n16, 1994 and approved by the stockholders on April 20, 1994 (the '1994\nAmendment'), further amended on February 21, 1996 and approved by the\nstockholders on April 17, 1996 (the '1996 Amendment'), further amended on\nFebruary 17, 1999 and approved by the stockholders on April 21, 1999 (the 'April\n1999 Amendment') and further amended on December 21, 1999 (the 'December 1999\nAmendment'). The purpose of this Plan is to advance the interests of the\nCorporation by enhancing the ability of the Corporation and its subsidiaries to\nattract and retain officers, employees and non-employee directors to the\nCorporation, to reward such individuals for their contributions and to encourage\nthem to take into account the long-term interests of the Corporation through\ninterests in the Corporation's Common Stock, $.01 par value per share (the\n'Stock'). Any officer, director or employee selected to receive an award under\nthe Plan is referred to as a 'participant'.\n\n         The Plan provides for the grant of options to acquire Stock\n('Options'), which may be incentive options ('ISOs') within the meaning of the\nInternal Revenue Code of 1986, as amended (the 'Code'), and awards of Stock\nsubject to certain restrictions ('Restricted Stock'). Under the Plan, Restricted\nStock consists exclusively of (i) Stock subject to performance-based\nrestrictions intended to comply with the provisions of Section 162(m) of the\nCode ('Performance-Based Restricted Stock) and (ii) Stock awarded to\nnon-employee directors in lieu of some or all of the cash compensation such\ndirectors would otherwise receive for their service as directors ('Non-employee\nDirector Restricted Stock'). Grants of Options and awards of Restricted Stock\nare referred 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\nof Directors or by one or more committees appointed by the Board of Directors of\nthe Corporation (any such committee being referred to herein as the\n'Committee'). The Committee shall have the discretionary authority, not\ninconsistent with the express provisions of the Plan, (a) to make Awards to such\n\n\n\n\n\nparticipants as the Committee may select; (b) to determine the time or times\nwhen Awards shall be granted and the number of shares of Stock subject to each\nAward; (c) to determine which Options are, and which Options are not, intended\nto be ISOs; (d) to determine the terms and conditions of each Award; (e) to\nprescribe the form or forms of instruments evidencing Awards and any other\ninstruments required under the Plan and to change such forms from time to time;\n(f) to adopt, amend, and rescind rules and regulations for the administration of\nthe Plan; and (g) to interpret the Plan and to decide any questions and settle\nall controversies and disputes that may arise in connection with the Plan. Such\ndeterminations of the Committee shall be conclusive and shall bind all parties.\n\n         No member of the Board of Directors or the Committee shall be liable\nfor any 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\nshall be 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\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 services 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\nbut unissued shares or treasury shares. Subject to adjustment in accordance with\nthe provisions of Paragraph 5(g) and 7(e) hereof, the total number of shares\n(the 'Eligible Shares') of such Stock shall be 74,500,000 shares. Subject to\nlike adjustment, the total amount of Stock as to which Options may be granted or\n\n\n                                      -2-\n\n\nStock Awards may be issued to any one person participating under the Plan shall\nnot exceed the aggregate number of shares that equal ten percent of the total\namount of shares outstanding Stock of the Corporation. Subject to like\nadjustment, the maximum number of shares issuable upon the exercise of options\nthat are ISOs shall be 30,000,000.\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\nin such form as the Committee shall, from time to time, approve, which\nagreements shall in substance include and comply with and be subject to the\nfollowing terms and 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 successive exchange (or series of exchanges) in which\nStock such optionee is entitled to receive upon exercise of an Option may be\nsimultaneously utilized as payment for the exercise of an additional Option or\nOptions.\n\n         To the extent permitted by applicable law, the Committee may permit\npayment of the Option exercise price through arrangements with a brokerage firm\nunder which such firm, on behalf of the optionee, will pay the exercise price to\nthe Corporation and the Corporation shall promptly deliver to such firm the\nnumber of shares of Stock subject to the Option so that the firm may sell such\nshares, or a portion thereof, for the account of the optionee. In addition, the\nCommittee may permit payment of the Option exercise price by delivery of an\nunconditional and irrevocable undertaking by a broker to deliver promptly to the\nCorporation sufficient funds to pay the exercise price as soon as the shares\nsubject to the Option, or a portion thereof, are sold on behalf of the optionee.\n\n\n                                      -3-\n\n\n         b.       Numbers of shares\n\n         The Option shall state the total number of shares to which it pertains.\nNo Option may be exercised in part for fewer than twenty shares. Subject to\nadjustment as provided in Section 5(g), in any fiscal year of the Corporation,\nthe aggregate number of shares of Stock of the Corporation as to which Options\nmay be granted to any one participant shall not exceed 650,000.\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\nthe Committee which date may not be more than ten years from the date the Option\nis granted.\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 provision of Section 5(d), determine\nfor each Award of an Option the extent to which the participant (or his legal\n\n\n                                      -4-\n\n\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\ngranted under the Plan, the aggregate number of shares of Stock as to which\nOptions may be granted to any one such participant, the number of shares of\nStock covered by each outstanding Option, and the exercise price per share of\neach outstanding Option, shall be proportionately adjusted by the Committee for\nany increase or decrease in the number of issued shares of Stock resulting from\nsubdivisions or consolidation of shares or other capital adjustments, the\npayment of a Stock dividend or any other increase or decrease in such shares\neffected without receipt of consideration by the Corporation; provided, however,\nthat no such adjustment shall be made unless and until the aggregate effect of\nall such increases and decreases accruing after the effective date of the 1996\nAmendment shall have increased or decreased the number of issued shares of Stock\nby five percent or more; and provided further, that any factional shares\nresulting from any such adjustment shall be eliminated. Any such determination\nby 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                                      -5-\n\n\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\nobligations, 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\nIn the case of an ISO, the Committee may require as a condition of exercise that\nthe participant exercising the Option agree to inform the Corporation promptly\nof any disposition (within the meaning of Section 424(c) of the Code and the\nregulations thereunder) of Stock received upon exercise.\n\n          k.      Change in Control\n\n          Notwithstanding the provisions of any Option that provide for its \nexercise in installments, such Option shall become immediately exercisable in \nthe event of a change in control. For purposes of this paragraph 5(k), a 'Change\nin Control' shall mean any of the following events:\n\n                 (a) The acquisition, other than from the Corporation, by any\nindividual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)\nof the Securities Exchange Act of 1934, as amended (the 'Exchange Act')) of\nbeneficial ownership (within the meaning of Rule 13d-3 promulgated under the\nExchange Act) of 25% or more of the then outstanding shares of common stock of\nthe Corporation (the 'Outstanding Corporation Common Stock'); provided, however,\nthat any acquisition by the Corporation or its subsidiaries, or any employee\nbenefit plan (or related trust) of the Corporation or its subsidiaries, of 25%\nor more of the Outstanding Corporation Common Stock shall not constitute a\nChange of Control; and provided, further that any acquisition by a corporation\nwith respect to which, following such acquisition, more than 50% of the then\noutstanding shares of common stock of such corporation is then beneficially\nowned, directly or indirectly, by all or substantially all of the individuals\nand entities who were the beneficial owners of the Outstanding Corporation\nCommon Stock immediately prior to such acquisition in substantially the same\nproportion as their ownership immediately prior to such acquisition of the\nOutstanding Corporation Common Stock, shall not constitute a Change of Control;\nor\n\n                 (b) Individuals who, as of October 1, 1999, constitute the\nBoard (the 'Incumbent Board') cease for any reason to constitute at least a\nmajority of \n\n\n                                      -6-\n\n\nthe Board, provided that any individual becoming a director subsequent to\nOctober 1, 1999 whose election, or nomination for election by the Corporation's\nstockholders, was approved by a vote of at least a majority of the directors\nthen comprising the Incumbent Board shall be considered as though such\nindividual were a member of the Incumbent Board, but excluding, for this\npurpose, any such individual whose initial assumption of office is in connection\nwith an actual or threatened election contest relating to the election of the\nDirectors of the Corporation (as such terms are used in Rule 14a-11 of\nRegulation 14A promulgated under the Exchange Act); or\n\n                  (c) Consummation of a reorganization, merger, consolidation,\nsale or other disposition of all or substantially all of the assets of the\nCorporation (a 'Business Combination'), in each case, with respect to which all\nor substantially all of the individuals and entities who were the beneficial\nowners of the Outstanding Corporation Common Stock immediately prior to such\nBusiness Combination do not, following such Business Combination, beneficially\nown, directly or indirectly, more than 50% of the then outstanding shares of\ncommon stock of the corporation resulting from such a Business Combination\n(including, without limitation, a corporation which as a result of such\ntransaction owns the Corporation or all or substantially all of the\nCorporation's assets either directly or through one or more subsidiaries).\n\n                  (d) Approval by the stockholders of the Corporation of a \ncomplete liquidation or dissolution of the Corporation.\n\n                  Anything in the Plan to the contrary notwithstanding, if an\nevent that would, but for this paragraph, constitute a Change of Control results\nfrom or arises out of a purchase or other acquisition of the Corporation,\ndirectly or indirectly, by a corporation or other entity in which the Executive\nhas a greater than ten percent (10%) direct or indirect equity interest, such\nevent shall not constitute a Change in Control.\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\nof the Corporation, (i) authorize the amendment of any outstanding Option to\nreduce the exercise price of such Option or (ii) grant a replacement Option upon\n\n\n                                      -7-\n\n\nthe surrender 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 adjustment 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 650,000.\n\n7.       Terms and Conditions Applicable to Restricted Stock Awards\n\n         Awards of Restricted Stock may be Performance-Based Restricted Stock,\nas described 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\nunder the Plan on a cumulative basis shall not exceed one half of one percent of\nthe Stock of the Corporation outstanding at the date of any such Award. In any\nfiscal year of the Corporation, the aggregate number of shares of Stock as to\nwhich Restricted Stock Awards may be granted to any one person participating\nunder the Plan shall not exceed 200,000.\n\n         Each Restricted Stock Award under the Plan shall be evidenced by a\nstock certificate 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\n                                      -8-\n\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 contravention of such restrictions\nshall be null and void and without effect. The certificates representing shares\nof Restricted Stock shall be held by the Corporation until the restrictions are\nsatisfied.\n\n         c.       Termination of Service\n\n         The Committee shall determine the extent to which the restrictions on\nany Restricted 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 of the Corporation, as determined in\nParagraph 5(k) of this Plan, all restrictions then outstanding with respect to\nshares of Restricted Stock shall automatically expire and be of no further force\nand effect and all certificates representing such shares of Stock shall be\ndelivered to the participant.\n\n         e.       Adjustment for Changes in Stock\n\n         The Committee shall proportionately adjust the aggregate number of\nshares of Stock as to which Restricted Stock Awards may be granted to\nparticipants under the Plan and the aggregate number of shares of Stock as to\nwhich Restricted Stock Awards may be granted to any one such person for any\nincrease or 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\n                                      -9-\n\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\nStock Award 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 issuance, transfer or delivery of shares of\nStock under this Plan, the Corporation may, pursuant to such rules as the\nCommittee may establish, reduce the number of shares so issued, transferred or\ndelivered by such number of shares as the Corporation may deem appropriate in\nits sole discretion to comply with such withholding. Notwithstanding any other\nprovision of this Plan, the Committee may impose such conditions on the payment\nof any withholding obligations as may be required to satisfy applicable\nregulatory requirements, including without limitation, those under the Exchange\nAct.\n\n         h.       Rights as a Stockholder\n\n         A participant shall have the right to receive dividends on shares of\nStock subject to the Restricted Stock Award during the applicable Restricted\nPeriod, to vote the Stock subject to the award and to enjoy all other\nstockholder rights, except that the employee shall not be entitled to delivery\nof the stock certificate until the applicable Restricted Period shall have\nlapsed (if at all).\n\n\n                                      -10-\n\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\nexclusively to directors of the Corporation who are not employees of the\nCorporation or any of its subsidiaries. The Committee shall provide that shares\nissued in connection with an Award of Non-employee Director Restricted Stock may\nnot be sold, assigned, transferred, pledged, hypothecated or otherwise disposed\nof, except by will or the laws of descent and distribution, until the earlier \n\n\n                                      -11-\n\n\n\nof (i) the director's retirement as a director of the Corporation at or after\nthe retirement age specified in the Corporation's By-laws, (ii) the director's\ndeath or total and permanent disability or (iii) the director's resignation from\nthe Board of Directors of the Corporation with the consent of such Board. Shares\nof Non-employee Director Restricted Stock may be awarded only in lieu of cash\ncompensation that would otherwise have been payable to the director receiving\nsuch Award and such cash compensation shall be reduced by the fair market value\nof 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 as 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\nand amend Awards granted hereunder; provided, however, that no such amendment\nmay, without the consent of any participant to whom an Option shall theretofore\nhave been granted or to whom a Restricted Stock Award shall theretofore have\nbeen issued, adversely affect the right of such participation under such Award.\nUnless the Committee otherwise determines, any amendment to the Plan effected by\nthe 1996 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\nof Options 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\n\n\n                                      -12-\n\n\ngovernment agency (including, without limitation, no-action positions of the\nSecurities and Exchange Commission) which may, in the opinion of counsel for the\nCorporation, be necessary or advisable in connection therewith. Without limiting\nthe generality of the foregoing, no Awards may be granted under this Plan and no\nOptions or shares shall be issued by the Corporation, nor cash payments made by\nthe Corporation pursuant to or in connection with any such Award unless and\nuntil in any such case all legal requirements applicable to the issuance or\npayment have, in the opinion of counsel for the Corporation, been complied with.\nIn connection with any Option or Stock issuance or transfer, the person\nacquiring the shares or the Option shall, if requested by the Corporation, give\nassurance satisfactory to counsel to the Corporation with respect to such\nmatters as the Corporation may deem desirable to assure compliance with all\napplicable legal requirements.\n\n11.      Effective Date\n\n         The April 1999 Amendment became effective upon the adoption thereof by\nthe affirmative vote of a majority of stockholders, present in person or\nrepresented by proxy, and entitled to vote thereon at the 1999 Annual Meeting of\nStockholders when a quorum was present.\n\n\n                                      -13-\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-38194","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\/38194","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=38194"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38194"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38194"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38194"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}