{"id":38251,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1996-long-term-incentive-plan-fleetboston-financial-cor2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1996-long-term-incentive-plan-fleetboston-financial-cor2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1996-long-term-incentive-plan-fleetboston-financial-cor2.html","title":{"rendered":"1996 Long-Term Incentive Plan &#8211; FleetBoston Financial Corp."},"content":{"rendered":"<pre>\n                              FLEETBOSTON FINANCIAL\n\n                          1996 Long-Term Incentive Plan\n\n                     (As amended through December 21, 1999)\n\n1.    Purpose.\n\n      The FleetBoston Financial 1996 Long-Term Incentive Plan (the 'Plan') has\nbeen adopted to create and enhance significant ownership of the Common Stock of\nthe Corporation by key officers and employees of the Corporation and its\nAffiliates. Additional purposes of the Plan include providing a meaningful\nincentive to Participants to make substantial contributions to the Corporation's\nfuture success, enhancing the Corporation's ability to attract and retain\npersons who will make such contributions, and ensuring that the Corporation has\ncompetitive compensation opportunities for such key officers and employees.\n\n      By furthering these objectives, the Plan is intended to benefit the\ninterests of the stockholders of the Corporation. \n\n2.    Definitions.\n\n      As used herein, the following words or terms have the meanings set forth\nbelow:\n\n      2.1. 'Affiliate' means (a) a corporation or other entity in which the\nCorporation owns, directly or indirectly or has the power to vote or cause to be\nvoted, stock or other ownership interests representing more than 50% of the\ntotal combined voting power of such entity or (b) any other entity in which the\nCorporation has a significant equity interest, as determined by the Committee.\nExcept as determined by the Committee in particular cases, if an entity ceases\nto be an Affiliate for any reason (a 'disaffiliation'), the employment of each\nindividual who was employed by the entity shall be treated as having been\ninvoluntarily terminated by the Corporation and its Affiliates effective upon\nsuch disaffiliation, unless such individual thereafter continues to be employed\nby the Corporation or another entity which remains an Affiliate.\n\n\n\n\n                                      -2-\n\n\n      2.2. 'Award' means any Options, Stock Appreciation Rights, Restricted\nStock, Performance Shares or Other Awards granted under the Plan.\n\n      2.3. 'Award Documentation' means a writing delivered to a Participant\nspecifying the terms and conditions of an Award and containing such other terms\nand conditions not inconsistent with the provisions of the Plan as the Committee\nconsiders necessary or advisable.\n\n      2.4. 'Beneficial Ownership' shall have the meaning defined in Rule 13d-3\npromulgated under the Exchange Act. \n\n      2.5. 'Board ' means the Board of Directors of the Corporation, except\nthat, whenever action is to be taken under the Plan with respect to a Reporting\nPerson, 'Board ' shall mean only such directors who are 'disinterested persons'\nor 'non-employee directors,' as applicable, within the meaning of Rule 16b-3\nunder the Exchange Act or any successor rule.\n\n      2.6. 'Business Combination' means a reorganization, merger, consolidation,\nsale or other disposition of all or substantially all of the assets of the\nCorporation\n\n      2.7. A 'Change in Control' shall mean any of the following events:\n           2.7.1. The acquisition, other than from the Corporation, by any\nindividual, entity or Group of Beneficial Ownership of 25% or more of the\nOutstanding Shares; provided, however, that any acquisition by the Corporation\nor its subsidiaries, or any employee benefit plan (or related trust) of the\nCorporation or its subsidiaries, of 25% or more of the Outstanding Shares shall\nnot constitute a Change in Control; and provided, further that any acquisition\nby a corporation with respect to which, following such acquisition, more than\n50% of the then outstanding shares of common stock of such corporation is then\nbeneficially owned, directly or indirectly, by all or substantially all of the\nindividuals and entities who were the beneficial owners of the Outstanding\nShares immediately prior to such acquisition in substantially the same\nproportion as their ownership immediately prior to such acquisition of the\nOutstanding Shares, shall not constitute a Change in Control; or\n\n           2.7.2. Individuals who constitute the Incumbent Board cease for\nany reason to constitute at least a majority of the Board, provided that any\nindividual becoming a director subsequent to October 1, \n\n\n\n                                      -3-\n\n\n1999 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           2.7.3. Consummation of a Business Combination, in each case, with\nrespect to which all or substantially all of the individuals and entities who\nwere the beneficial owners of the Outstanding Common Stock immediately prior to\nsuch Business Combination do not, following such Business Combination,\nbeneficially own, directly or indirectly, more than 50% of the then outstanding\nshares of common stock of the corporation resulting from such a Business\nCombination (including, without limitation, a corporation which as a result of\nsuch transaction owns the Corporation or all or substantially all of the\nCorporation's assets either directly or through one or more subsidiaries); or\n\n           2.7.4. 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 event\nthat would, but for this paragraph, constitute a Change in Control results from\nor arises out of a purchase or other acquisition of the Corporation, directly or\nindirectly, by a corporation or other entity in which a Participant has a\ngreater than ten percent (10%) direct or indirect equity interest, such event\nshall not constitute a Change in Control.\n\n           2.8. 'Code' means the Internal Revenue Code of 1986, as amended from \ntime to time, or any successor statute.\n     \n           2.9. 'Committee' means the committee appointed by the Board with \nauthority to administer the Plan. Membership of the Committee shall at all times\nbe constituted consistent with exemption under Rule 16b-3 under the Exchange Act\n(or any successor rule) of those Awards that are intended to be so exempt and\nwith qualification under the Performance-Based Exception of those Awards that\nare intended\n\n\n\n                                      -4-\n\n\nto so qualify. To the extent that the Committee delegates its power to make\nAwards as permitted by Section 4.1, all references in the Plan to the\nCommittee's authority to make Awards and determinations with respect thereto\nshall be deemed to include the Committee's delegate or delegates.\n\n      2.10. 'Common Stock' or 'Stock' means the Common Stock, par value $.01 per\nshare, of the Corporation.\n\n      2.11. 'Corporation' means Fleet Boston Corporation (doing business as\nFleetBoston Financial Corporation), a corporation established under the laws of\nthe state of Rhode Island.\n\n      2.12. 'Designated Beneficiary' means the beneficiary designated by a\nParticipant, in a manner acceptable to the Committee, to receive amounts due or\nexercise rights of the Participant in the event of the Participant's death. In\nthe absence of an effective designation by a Participant, Designated Beneficiary\nshall mean the Participant's estate.\n\n      2.13. 'Disability' means a physical or mental condition of such a nature\nthat it would qualify a Participant for benefits under the long-term disability\ninsurance plan of the Corporation or any successor plan. The Committee shall\nhave the authority to determine whether and when, consistent with the foregoing,\na Participant has suffered a Disability for purposes of the Plan.\n\n      2.14. 'Exchange Act' means the Securities Exchange Act of 1934, as\namended, or any successor statute.\n\n      2.15. 'Fair Market Value,' in the case of a share of Common Stock on a\nparticular day, means the closing price of the Common Stock for that day as\nreported in the 'NYSE-Composite Transactions' section of the Eastern Edition of\nThe Wall Street Journal, or if no prices are quoted for that day, for the last\npreceding day on which such prices of Common Stock are so quoted. In the event\n'NYSE-Composite Transactions' cease to be reported, the Committee shall adopt\nsome other appropriate method for determining Fair Market Value. \n\n      2.16. 'Freestanding SAR' means an SAR that is granted independently of any\nOptions.\n\n      2.17. 'Group' shall have the meaning defined in Section 13(d)(3) or\n14(d)(2) of the Exchange Act.\n\n\n\n\n                                       -5-\n\n\n      2.18. 'Incentive Stock Option' means an Option, granted to a Participant\npursuant to Section 8, which is intended to satisfy the requirements of Section\n422(b) of the Code or any successor provision.\n\n      2.19. 'Incumbent Board' means the Board as constituted as of October 1,\n1999.\n\n      2.20. 'Nonqualified Stock Option' means an Option, granted to a\nParticipant pursuant to Section 8, which is not intended to qualify as an\nIncentive Stock Option.\n\n      2.21. 'Option' means an Incentive Stock Option or a Nonqualified Stock\nOption.\n\n      2.22. 'Other Award' means an Award (other than an Option, SAR, Restricted\nStock or Performance Share) granted to a Participant pursuant to Section 12. An\nOther Award may consist of Shares, fixed or variable units valued or based on\nCommon Stock, fixed or variable units valued or based on measures (including\nperformance measures) that are unrelated to Common Stock, or any combination of\nthe foregoing. An Other Award that consists of units other than Shares, whether\nor not valued or based on Common Stock, may be made payable in cash or Shares or\na combination of cash and Shares.\n\n      2.23. 'Outstanding Shares' means the then outstanding Shares of Common\nStock.\n\n      2.24. 'Participant' means an individual selected by the Committee to\nreceive an Award under the Plan.\n\n      2.25. 'Performance-Based Exception' means the performance-based exception\nfrom the deductibility limits set forth in Section 162(m) of the Code and the\nSection 162(m) Regulations.\n\n      2.26. 'Performance Goals' means, with respect to Awards that are intended\nto qualify for the Performance-Based Exception, objectively determinable\nperformance goals established by the Committee within the time period specified\nin the Section 162(m) Regulations and based on any of the following criteria:\n(a) earnings, (b) return on equity, (c) return on assets, (d) return on\ninvestment, (e) revenues, (f) expenses; (g) the operating ratio; (h) stock\nprice; (i) stockholder return; (j) market share; (k) charge-offs, (l) credit\nquality, or (m) customer satisfaction measures. Such Performance Goals may be\nparticular to a Participant or the division, branch, line of business, Affiliate\nor other unit in which the Participant works, or may be based on the performance\nof the Corporation on a consolidated basis. Notwithstanding the preestablishment\nof a Performance Goal with respect to an Award in accordance with the Section\n162(m) \n\n\n\n\n                                      -6-\n\n\nRegulations, nothing herein shall be construed as limiting the Committee's\nability to reduce the amount payable under the Award (including, for this\npurpose, reducing the amount of any Award that would otherwise be granted, or\nreducing the portion of any Award that would otherwise vest) upon attainment of\nsuch Performance Goal.\n\n      2.27. 'Performance Period' means the period of time designated by the\nCommittee applicable to a Performance Stock Award during which specified\nPerformance Goals shall be measured.\n\n      2.28. 'Performance Share' means an Award granted to a Participant pursuant\nto Section 11.\n\n      2.29. 'Prior Plan' means the BankBoston Corporation 1991 Long-Term Stock\nIncentive Plan.\n\n      2.30. 'Reporting Person' means a person required to file reports under\nSection 16(a) of the Exchange Act or any successor statute.\n\n      2.31. 'Restricted Period' means the period during which the transfer of\nshares of Restricted Stock is limited in some way (based on the passage of time,\nthe achievement of Performance Goals or upon the occurrence of other events as\ndetermined by the Committee), and the Shares are subject to a substantial risk\nof forfeiture, as provided in Section 10.\n\n      2.32. 'Restricted Stock' means an Award granted to a Participant pursuant\nto Section 10.\n\n      2.33. 'Retirement' means termination of employment with the Corporation or\nany Affiliate if such termination of employment constitutes normal retirement,\nearly retirement, disability retirement or other retirement as provided for at\nthe time of such termination of employment under the applicable retirement\nprogram then maintained by the Corporation or the Affiliate, provided that the\nParticipant does not continue in the employment of the Corporation or any\nAffiliate and provided further that such termination does not constitute a\nTermination for Cause.\n\n      2.34. 'Section 162(m) Regulations' means the regulations promulgated under\nSection 162(m) of the Code, as amended from time to time.\n\n      2.35. 'Shares' means shares of Common Stock.\n\n      2.36. 'Stock Appreciation Right' or 'SAR' means an Award granted to a\nParticipant, alone or in connection with a related Option, pursuant to Section\n9.\n\n\n\n\n                                      -7-\n\n      2.37. 'Tandem SAR' means an SAR that is granted in connection with a\nrelated Option, the exercise of which shall require forfeiture of the right to\npurchase a share of Common Stock under the related Option (and when a share of\nCommon Stock is purchased under the related Option, the Tandem SAR shall\nsimilarly be canceled).\n\n      2.38. 'Termination for Cause' means the termination of a Participant's\nemployment due to any act which, in the discretionary judgment of the Committee,\nis deemed inimical to the best interests of the Corporation or any Affiliate,\nincluding, but not limited to: (a) willful and gross misconduct in respect of\nthe Participant's duties for the Corporation or the Affiliate, (b) conviction of\na felony or perpetration of a common law fraud, (c) willful failure to comply\nwith applicable laws or regulations with respect to the execution of the\nCorporation's or the Affiliate's businesses or (d) theft, fraud, embezzlement,\ndishonesty or other conduct which has resulted or is likely to result in\nmaterial economic or other damage to the Corporation or any Affiliate.\n\n3.    Effective Date and Term.\n\n      Subject to approval by the Corporation's stockholders, the Plan shall\nbecome effective as of January 1, 1997, and Awards may be granted under the Plan\nfrom and after that date. No Awards may be made under the Plan after December\n31, 2006, but Awards theretofore granted may extend beyond that date.\nNotwithstanding the foregoing, no Incentive Stock Options shall be granted after\nDecember 20, 2005.\n\n4.    Administration.\n\n      4.1. The Plan shall be administered by the Committee. Subject to the\nprovisions set forth herein, the Committee shall have full authority to\ndetermine the provisions of Awards, including, without limitation, vesting\nschedules, price, performance standards (including Performance Goals), length of\nrelevant performance, restriction or option period, dividend rights,\npost-retirement and termination rights, payment alternatives such as cash,\nstock, contingent awards or other means of payment consistent with the purposes\nof the Plan and individual Award Documentation. The Committee also shall have\nfull authority to interpret the terms of the Plan and of Awards made under the\nPlan, to adopt, amend and \n\n\n\n\n\n                                      -8-\n\nrescind rules and guidelines for the administration of the Plan and for its own\nacts and proceedings and to decide all questions and settle all controversies\nand disputes which may arise in connection with the Plan. To the extent\npermitted by applicable law, the Committee may delegate to one or more executive\nofficers who are also directors of the Corporation the power to make Awards to\nParticipants who are not Reporting Persons at the time of such Awards and all\ndeterminations under the Plan with respect thereto, provided that the Committee\nshall fix the maximum amount of Awards for such Participants as a group.\n\n      4.2. Notwithstanding Section 4.1 and subject to the provisions set forth\nherein, the Board shall approve or ratify Awards made under the Plan to any\nexecutive officer who is also a director of the Corporation.\n\n      4.3. The decision of the Committee on any matter as to which it is given\nauthority under Section 4.1 above shall be final and binding on all persons\nconcerned.\n\n5.    Shares Subject to the Plan.\n\n      5.1. Subject to adjustment in accordance with the provisions of Section\n13.8 and subject to Section 5.4, (a) the total number of Shares available for\ngrants of Awards (including, without limitation, Awards of Restricted Stock and\nPerformance Shares) in any calendar year shall not exceed one and one-quarter\npercent (1.25%) of the outstanding Common Stock as of the first business day of\nsuch calendar year and (b) the total number of Shares available for grants of\nRestricted Stock and Performance Shares in any calendar year shall not exceed\none-half of one percent (.5%) of the outstanding Common Stock as of the first\nbusiness day of such calendar year. Shares issued under the Plan may consist in\nwhole or in part of authorized but unissued Shares, Shares held as treasury\nstock or previously issued Shares reacquired by the Corporation, including\nShares purchased on the open market. Notwithstanding the foregoing, the maximum\nnumber of Shares that may be issued under Incentive Stock Options awarded under\nthe Plan, subject to adjustment in accordance with Section 13.8, shall be\n10,000,000* Shares.\n\n      5.2. Subject to adjustment in accordance with Section 13.8, the total\nnumber of Shares available for grants of Awards in any calendar year to any\nParticipant shall not exceed the lesser of (a) three-tenths \n\n--------\n* As adjusted for BankBoston Corporation's two-for-one stock split, effective as\nof June 22, 1998.\n\n\n\n                                      -9-\n\nof one percent (.3%) of the outstanding Common Stock as of the first business\nday of such calendar year or (b) 1,200,000* Shares.\n\n      5.3. For purposes of calculating the total number of Shares available for\ngrants of Awards, (a) the grant of a Performance Share shall be deemed to be\nequal to the maximum number of Shares which may be issued upon payment of the\nPerformance Share and (b) where the value of an Award is variable on the date it\nis granted, the value shall be deemed to be the maximum limitation of the Award.\nAwards payable solely in cash shall not reduce the number of Shares available\nfor Awards granted under the Plan.\n\n      5.4. There shall be carried forward and available for Awards under the\nPlan in each succeeding calendar year, in addition to Shares available for grant\nunder Section 5.1, all of the following: (a) any unused portion of the limit set\nforth in Section 5.1 for any preceding calendar years; (b) Shares represented by\nAwards which, during that calendar year or any preceding calendar years, have\nbeen canceled, forfeited, surrendered, terminated or expire unexercised (with\nthe exception of the termination of a Tandem SAR upon the exercise of the\nrelated Option, or the termination of a related Option upon exercise of the\ncorresponding Tandem SAR), or which are settled in a manner that results in\nfewer Shares outstanding than were initially awarded (including, without\nlimitation, the surrender of Shares as full or partial payment for the Award or\nany tax obligation thereon); (c) the excess amount of variable Awards which\nbecome fixed at less than their maximum limitations; (d) authorized Shares as to\nwhich Options, SARs and Restricted Stock were not granted under the Prior Plan\nas of December 31, 1996 and (e) Shares granted under the Prior Plan subject to\nOptions, SARs or Restricted Stock which, during that calendar year or any\npreceding calendar years, have been canceled, forfeited, surrendered, terminated\nor expire unexercised or which are settled in a manner that results in fewer\nShares outstanding than were initially awarded (including, without limitation,\nthe surrender of Shares as full or partial payment for the Award or any tax\nobligation thereon).\n\n6. Eligibility for Awards. Any officer or employee of the Corporation or its\nAffiliates who, in the opinion of the Committee, is in a position to have a\nsignificant effect upon the Corporation's business and consolidated earnings,\nshall be eligible to receive an Award under the Plan.\n\n\n\n\n                                      -10-\n\n\n7. Grant of Awards. From time to time while the Plan is in effect, the Committee\nmay, in its absolute discretion, select from among the persons eligible to\nreceive Awards (including persons to whom Awards were previously granted) those\npersons to whom Awards are to be granted. Such Awards may be granted on a stand\nalone, combination or tandem basis. In addition to granting Awards for purposes\nof incentive compensation, Awards may also be made in tandem with or in lieu of\nother current or deferred employee compensation. \n\n8. Options.\n\n      8.1. Grant of Options. Subject to the provisions of the Plan, the\nCommittee may award Options, alone or in combination with other Awards under the\nPlan. Options granted under the Plan may be either Incentive Stock Options or\nNonqualified Stock Options. The terms and conditions of Incentive Stock Options\nshall be subject to and comply with Section 422(b) of the Code or any successor\nprovision, and any regulations thereunder.\n\n      8.2. Option Price. The Option price per share of Common Stock, with\nrespect to each Option, shall not be less than the Fair Market Value per share\nat the time the Option is granted.\n\n      8.3. Period of Options. An Option shall be exercisable during such period\nof time as the Committee shall determine, subject, in the case of Incentive\nStock Options, to any limitation required by the Code. It is contemplated that\nthe Committee will provide that an Option shall not be exercisable after the\nexpiration of ten years from the date the Option is granted.\n\n      8.4. Exercise of Options. Each Option shall be made exercisable at such\ntime or times, and shall be subject to such conditions or restrictions, as the\nCommittee shall determine. It is contemplated that the Committee will normally\nprovide that the right to exercise an Option will accrue on the first\nanniversary of the date of grant with respect to 50 percent of the number of\nshares of Common Stock subject to the Option and that the right to exercise the\nOption with respect to the balance of the shares subject thereto will accrue on\nthe second anniversary of the date of grant. However, the Committee may, in its\ndiscretion, in any case provide that the Option will be exercisable immediately\nwith respect to all \n\n\n\n\n                                      -11-\n\nof the shares of Common Stock subject to the Option or that the right to\nexercise the Option will accrue in different installments and at different times\nfrom those set forth above.\n\n      8.5. Payment for and Delivery of Stock. Payment of the Option exercise\nprice may be made by any of the following methods, as determined by the\nCommittee at the time the Option is granted: (a) in cash or its equivalent (b)\nby delivery of Shares already owned by the Participant, valued at their Fair\nMarket Value on the date of exercise (provided that any Shares so delivered\nshall have been held by the Participant for such period, if any, as the\nCommittee shall determine), (c) subject to such guidelines as may be promulgated\nby the Committee, by delivery of a notice instructing the Corporation to deliver\nthe Shares being purchased to a broker, subject to the broker's delivery of cash\nto the Corporation equal to the purchase price and any applicable withholding\ntaxes, (d) by delivery of such other lawful consideration as the Committee may\ndetermine or (e) by any combination of the foregoing. The Committee may provide\nfor the automatic award of an Option upon the delivery of Shares to the\nCorporation in payment of the exercise price of another Option for up to the\nnumber of Shares delivered to the Corporation in payment of the exercise price\nof such other Option.\n\n      8.6. Termination of Employment. Each Participant's Award Documentation\nshall set forth the extent to which the Participant or the Participant's legal\nrepresentative, guardian or Designated Beneficiary shall have the right to\nexercise an Option following the termination of the Participant's employment\nwith the Corporation and its Affiliates. Such provisions shall be determined in\nthe sole discretion of the Committee and may reflect distinctions based on the\nreasons for termination of employment, including, without limitation,\ntermination of employment by reason of the Participant's death, Retirement or\nDisability. \n\n9. Stock Appreciation Rights.\n\n      9.1. Grant of SARs. Subject to the provisions of the Plan, the Committee\nmay award SARs alone or in combination with other Awards under the Plan.\n    \n\n\n\n\n                                      -12-\n\n      9.2. Grant Price. The grant price of a Freestanding SAR shall not be less\nthan the Fair Market Value of the Common Stock at the time of grant of the SAR.\nThe grant price of a Tandem SAR shall not be less than the Option exercise price\nof the related Option.\n\n      9.3. Term of SARs. An SAR shall be exercisable during such period of time\nas the Committee shall determine. It is contemplated that the Committee will\nprovide that an SAR shall not be exercisable after the expiration of ten years\nfrom the date the SAR is granted.\n\n      9.4. Exercise of Tandem SARs. Tandem SARs may be exercised for all or part\nof the Shares subject to the related Option upon the surrender of the right to\nexercise the equivalent portion of the related Option. A Tandem SAR may be\nexercised only with respect to the Shares for which its related Option is then\nexercisable.\n\n      9.5 Exercise of Freestanding SARs. Freestanding SARs shall be made\nexercisable at such time or times, and shall be subject to such conditions or\nrestrictions, as the Committee shall determine. It is contemplated that the\nCommittee will normally provide that the right to exercise 50 percent of any\nFreestanding SARs granted hereunder will accrue on the first anniversary of the\ndate of grant and that the right to exercise the balance of such Freestanding\nSARs will accrue on the second anniversary of the date of grant. However, the\nCommittee may, in its discretion, in any case provide that Freestanding SARs\nwill be exercisable immediately or that the right to exercise Freestanding SARs\nwill accrue in different installments and at different times from those set\nforth above.\n\n      9.6. Payment of SARs. Upon exercise of an SAR, a Participant shall be\nentitled to receive payment from the Corporation in an amount determined by\nmultiplying (a) the excess, if any, of the Fair Market Value of a share of\nCommon Stock on the date of exercise over the grant price by (b) the number of\nShares with respect to which the SAR is exercised. SARs may be payable in cash,\nShares or a combination of the two, as provided by the Committee. Shares issued\non the settlement of the exercise of SARs shall be valued at their Fair Market\nValue on the date of exercise.\n\n      9.7. Termination of Employment. Each Participant's Award Documentation\nshall set forth the extent to which the Participant or the Participant's legal\nrepresentative, guardian or Designated \n\n\n\n\n\n                                     -13-\n\n\nBeneficiary shall have the right to exercise an SAR following the termination of\nthe Participant's employment with the Corporation and its Affiliates. Such\nprovisions shall be determined in the sole discretion of the Committee and may\nreflect distinctions based on the reasons for termination of employment,\nincluding, without limitation, termination of employment by reason of the\nParticipant's death, Retirement or Disability.\n\n10.   Restricted Stock.\n\n      10.1. Grant of Restricted Stock. Subject to the provisions of the Plan,\nthe Committee may award Restricted Stock alone or in combination with other\nAwards under the Plan.\n\n      10.2. Terms of Restricted Stock. The Restricted Period and other\nprovisions of each Restricted Stock Award shall be established by the Committee\nand shall be set forth in the Participant's Award Documentation.\n\n      10.3. Nontransferability; Other Restrictions. Except as provided in this\nSection 10, shares of Restricted Stock may not be sold, assigned, transferred,\npledged or otherwise encumbered during the Restricted Period. The Committee may\nimpose such other conditions and\/or restrictions on any shares of Restricted\nStock granted under the Plan as it may deem advisable including, without\nlimitation, performance-based restrictions (whether or not based upon the\nachievement of Performance Goals), employment-based restrictions and\/or\nrestrictions under applicable federal or state securities laws.\n\n      10.4. Participants' Rights in Restricted Stock. Shares of Restricted Stock\nshall be evidenced in such manner as the Committee may determine. Any\ncertificates issued in respect of Restricted Stock shall be registered in the\nname of the Participant and, except as otherwise determined by the Committee,\nshall be delivered to the Participant after the last day of the Restricted\nPeriod. Except as otherwise provided by the Committee, during and after the\nRestricted Period, dividends with respect to any Restricted Stock shall be paid\nto, and voting rights with respect to any such Shares shall be vested in, the\nParticipant. To the extent provided by the Committee, Participants may defer the\nreceipt of any dividends payable during the Restricted Period with respect to\nRestricted Stock.\n\n\n\n\n                                      -14-\n\n      10.5. Termination of Employment. Each Participant's Award Documentation\nshall set forth the extent, if any, to which the Participant or the\nParticipant's legal representative, guardian or Designated Beneficiary shall\nhave the right to receive unvested shares of Restricted Stock following the\ntermination of the Participant's employment with the Corporation and its\nAffiliates. Such provisions shall be determined in the sole discretion of the\nCommittee and may reflect distinctions based on the reasons for termination of\nemployment, including, without limitation, termination of employment by reason\nof the Participant's death, Retirement or Disability.\n\n      10.6. Consideration for Restricted Stock. Restricted Stock shall be issued\nfor no cash consideration or such minimum consideration as may be required under\napplicable law.\n\n11.   Performance Shares.\n\n      11.1. Grant of Performance Shares. Subject to the provisions of the Plan,\nthe Committee may award Performance Shares alone or in combination with other\nAwards under the Plan. The number and\/or vesting of Performance Shares granted,\nin the Committee's discretion, shall be contingent upon the degree of attainment\nof the Performance Goals over the Performance Period.\n\n      11.2. Form and Timing of Payment of Performance Shares. During the course\nof a Performance Period, the Committee shall determine the number of Performance\nShares as to which the Participant has earned the right to be paid based upon\nthe attainment of the applicable Performance Goals. The Committee shall pay any\nearned Performance Shares as soon as practicable after they are earned in the\nform of cash, Shares or a combination thereof (as determined by the Committee)\nhaving an aggregate Fair Market Value equal to the number of Performance Shares\nearned multiplied by the Fair Market Value of a share of Common Stock determined\nas of the date such Performance Shares were earned. Any Shares used to pay out\nearned Performance Shares may be granted subject to any restrictions deemed\nappropriate by the Committee. To the extent provided by the Committee,\nParticipants may defer the receipt of payment of any Performance Shares or other\namounts (e.g., dividend equivalent rights) earned pursuant to the Award\nDocumentation.\n\n\n\n\n                                      -15-\n\n      11.3. Termination of Employment. Each Participant's Award Documentation\nshall set forth the extent to which the Participant or the Participant's legal\nrepresentative, guardian or Designated Beneficiary shall have the right to\nreceive unearned Performance Shares following the termination of the\nParticipant's employment with the Corporation and its Affiliates. Such\nprovisions shall be determined in the sole discretion of the Committee and may\nreflect distinctions based on the reasons for termination of employment,\nincluding, without limitation, termination of employment by reason of the\nParticipant's death, Retirement or Disability. \n\n12. Other Awards.\n\n      12.1. Grant of Other Awards. Subject to the provisions of the Plan, the\nCommittee may award Other Awards alone or in combination with other Awards under\nthe Plan.\n\n      12.2. Terms of Other Awards. The Committee shall determine the terms and\nprovisions of Other Awards including, without limitation, any transfer\nrestrictions, vesting provisions, the value of such Awards and the form and\ntiming of payment of such Awards.\n\n      12.3. Termination of Employment. Each Participant's Award Documentation\nshall set forth the extent to which the Participant or the Participant's legal\nrepresentative, guardian or Designated Beneficiary shall have the right to\nexercise or receive Other Awards following the termination of the Participant's\nemployment with the Corporation and its Affiliates. Such provisions shall be\ndetermined in the sole discretion of the Committee and may reflect distinctions\nbased on the reasons for termination of employment, including, without\nlimitation, termination of employment by reason of the Participant's death,\nRetirement or Disability. \n\n13. General Provisions Applicable to Awards.\n\n      13.1. Non-transferability of Awards. Subject to the provisions of this\nSection, (a) no Award under the Plan shall be transferable otherwise than by\nwill, by the laws of descent and distribution, or by operation of a 'qualified\ndomestic relations order,' as that term is defined in the Code, and (b) during\nthe lifetime of the Participant to whom an Award has been granted, rights under\nthe Award may be exercised only by the Participant, the Participant's guardian\nor legal representative, or by the assignee of the Award\n\n\n\n\n\n                                      -16-\n\nunder a 'qualified domestic relations order.' Notwithstanding the foregoing, the\nCommittee may provide for greater transferability in the case of any Award,\nincluding, without limitation, transfer to one or more members of the\nParticipant's family or to a partnership or trust established for the benefit of\none or more members of the Participant's family. In no event shall Incentive\nStock Options awarded under the Plan be transferable other than as permitted\nunder the rules prescribed in the Code for incentive stock options. An Award\nthat is intended to be exempt under Rule 16b-3 under the Exchange Act or any\nsuccessor rule, or that is intended to qualify for the Performance-Based\nException, shall be transferable only to the extent consistent with such\nexemption or qualification. Nothing in this Section shall be construed as\nrestricting the transfer of Shares that have become free of other transfer\nrestrictions under the Plan or that were awarded free of any such restrictions.\n\n      13.3. Committee Discretion. Each type of Award may be made alone, in\naddition to or in relation to any other type of Award. The terms of each type of\nAward need not be identical, and the Committee need not treat Participants\nuniformly. Except as otherwise provided by the Plan or a particular Award, any\ndetermination with respect to an Award may be made by the Committee at the time\nof award or at any time thereafter. The Committee may grant Awards hereunder\nthat are intended to satisfy the Performance-Based Exception and Awards that are\nnot intended to satisfy that exception. Awards hereunder that are intended to\nsatisfy the Performance-Based Exception shall be subject to the limitations of\nSection 5.2. In no event shall an Award hereunder which is not intended to\nsatisfy the Performance-Based Exception be conditioned upon an Award hereunder\n(to the same Participant) which is intended to satisfy the Performance-Based\nException.\n\n      13.4. Tax Withholding. The Committee shall require, on such terms as it\ndeems necessary, that the Participant pay to the Corporation, or make other\nsatisfactory provision for payment of, any federal, state or local taxes\nrequired by law to be withheld in respect of Awards under the Plan. In the\nCommittee's discretion, a Participant may elect to satisfy all or a portion of\nhis or her federal, state and local tax withholding requirements by having\nShares withheld from the Shares otherwise issuable in connection with the event\ncreating the tax obligation, or by delivering to the Corporation previously\nowned Shares, \n\n\n\n\n\n                                      -17-\n\nvalued at their Fair Market Value on the date that withholding taxes are\ndetermined. The Corporation and its Affiliates may, to the extent permitted by\nlaw, deduct any such tax obligations from any payment of any kind otherwise due\nto the Participant.\n\n      13.5. Foreign Nationals. Awards may be made to Participants who are\nforeign nationals or employed outside the United States on such terms and\nconditions different from those specified in the Plan as the Committee considers\nnecessary or advisable to achieve the purposes of the Plan or comply with\napplicable laws. Notwithstanding the provisions of this Section 13.5, Awards to\nany such individuals who are Reporting Persons shall be made in accordance with\nthe other provisions of the Plan, except as otherwise permitted by Rule 16b-3\nunder the Exchange Act or any successor rule.\n\n      13.6. Amendment of Award. The Committee may amend, modify, terminate or\nwaive any condition or provision of any outstanding Award, including\nsubstituting therefor another Award of the same or a different type, changing\nthe date of exercise or realization and converting an Incentive Stock Option to\na Nonqualified Stock Option; provided, however, that the Committee may not\n(except in accordance with Section 13.8) increase the number of Shares subject\nto any outstanding Award or decrease the Option or award price of the Award. The\nParticipant's consent to any such action shall be required unless the Committee\ndetermines that the action, taking into account any related action, would not\nmaterially and adversely affect the Participant.\n\n      13.7. Acceleration of Vesting; Waiver of Restrictions. Notwithstanding any\nprovision of the Plan or any Award Documentation to the contrary, the Committee,\nin its sole discretion, shall have the power at any time to (a) accelerate the\nvesting or exercisability of any Award granted under the Plan, including,\nwithout limitation, acceleration to such date that would result in such Awards\nbecoming immediately vested or exercisable, or (b) waive any restrictions of any\nAward granted under the Plan.\n\n      13.8. Changes in Stock; Adjustment of Awards. In the event of a stock\ndividend, stock split or other change in corporate structure or capitalization\naffecting the Common Stock or any other transaction (including, without\nlimitation, an extraordinary cash dividend) which, in the determination of the\nCommittee, affects the Common Stock such that an adjustment is required in order\nto preserve the \n\n\n\n\n                                      -18-\n\nbenefits or potential benefits intended to be made available under the Plan,\nthen the Committee shall equitably adjust any or all of (a) the number and kind\nof Shares in respect of which Awards may be made under the Plan, (b) the number\nand kind of Shares subject to outstanding Awards, and (c) the Option or grant\nprice with respect to any of the foregoing, provided that the number of Shares\nsubject to any Award shall always be a whole number. In the event of any merger,\nconsolidation, dissolution or liquidation of the Corporation, the Committee, in\nits sole discretion, may, as to any outstanding Awards, make such substitution\nor adjustment in the aggregate number of Shares reserved for issuance under the\nPlan and in the number and purchase price (if any) of Shares subject to such\nAwards as it may determine, make outstanding Awards fully exercisable, or amend\nor terminate such Awards upon such terms and conditions as it shall provide\n(which, in the case of the termination of the vested portion of any Award, shall\nrequire payment or other consideration which the Committee deems equitable in\nthe circumstances). Notwithstanding the foregoing, in the case of an Award\nintended to qualify as an Incentive Stock Option or to qualify for the\nPerformance-Based Exception, adjustment shall be made under this Section 13.8\nonly to the extent, if any, consistent with continued qualification of the Award\nas an Incentive Stock Option or continued qualification of the award for the\nPerformance-Based Exception, as the case may be.\n\n      13.9. Change In Control. Unless otherwise provided in a Participant's\nAward Documentation, upon the occurrence of a Change in Control of the\nCorporation, (a) any and all Options and SARs granted hereunder shall become\nimmediately exercisable, and shall remain exercisable through their entire term;\n(b) any Restricted Periods and restrictions imposed on Restricted Stock shall\nlapse; and (c) the target payout opportunities attainable under all outstanding\nAwards of Restricted Stock and Performance Shares shall be deemed to have been\nfully earned for the entire Performance Period(s) as of the effective date of\nthe Change in Control, and the vesting of all Awards shall be accelerated as of\nthe effective date of the Change in Control.\n\n      13.10. Dividend Equivalent Rights. The Committee may, in its discretion,\nprovide that any dividends declared on Shares subject to an Award, and which\nwould have been paid with respect to such \n\n\n\n\n\n                                      -19-\n\nShares had they been owned by a Participant, be paid to the Participant in\nShares, cash or a combination of cash and Shares, as specified in the Award\nDocumentation.\n\n14.   Miscellaneous.\n\n      14.1. No Right to Employment. No person shall have any claim or right to\nbe granted an Award, and the grant of an Award shall not be construed as giving\na Participant the right to continued employment. The Corporation and its\nAffiliates expressly reserve the right at any time to terminate the employment\nof a Participant free from any liability or claim under the Plan, except as may\nbe expressly provided in the applicable Award. Except as specifically provided\nby the Committee in any particular case, the loss of existing or potential\nprofit in Awards granted under the Plan shall not constitute an element of\ndamages in the event of termination of employment of a Participant, even if\ntermination is in violation of an obligation of the Corporation or an Affiliate\nto the Participant, by contract or otherwise.\n\n      14.2. No Rights as a Stockholder. Subject to the provisions of the\napplicable Award, no Participant or Designated Beneficiary shall have any rights\nas a stockholder with respect to any Shares to be distributed under the Plan\nuntil he or she becomes the holder thereof. A Participant to whom Common Stock\nis awarded shall be considered the holder of the stock at the time of the Award\nexcept as otherwise provided in the applicable Award.\n\n      14.3. No Fractional Shares. No fractional Shares shall be issued under the\nPlan, and cash shall be paid in lieu of any fractional Shares in settlement.\n\n      14.4. Unfunded Plan. The Plan shall be unfunded, shall not create (or be\nconstrued to create) a trust or a separate fund or funds, and shall not\nestablish any fiduciary relationship between the Corporation and any Participant\nor other person.\n\n      14.5. Successors and Assigns. The Plan shall be binding on all successors\nand assigns of the Participant, including without limitation the Participant's\nDesignated Beneficiary or any receiver or trustee in bankruptcy or\nrepresentative of the Participant's creditors.\n\n      14.6. Amendment of Plan. The Board may amend, suspend or terminate the\nPlan or any portion thereof at any time; provided, however, that no amendment\nwhich requires stockholder approval in order \n\n\n\n                                      -20-\n\n\nfor those Awards that are intended to be exempt under Rule 16b-3 under the\nExchange Act (or any successor rule) to be so exempt or for those Awards that\nare intended to qualify under the Performance-Based Exception to so qualify\nshall be effective unless approved by the requisite vote of the Corporation's\nstockholders. The Committee may make non-material amendments to the Plan.\n\n      14.7. Governing Law. The provisions of the Plan shall be governed by and\ninterpreted in accordance with the laws of the Commonwealth of Massachusetts.\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":[9539,9546],"class_list":["post-38251","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__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38251","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=38251"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38251"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38251"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38251"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}