{"id":38574,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/change-in-control-agreement-fleet-financial-group-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"change-in-control-agreement-fleet-financial-group-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/change-in-control-agreement-fleet-financial-group-inc.html","title":{"rendered":"Change in Control Agreement &#8211; Fleet Financial Group Inc."},"content":{"rendered":"<pre>\n                           FLEET FINANCIAL GROUP, INC.\n    Schedule of Persons who have entered into Change in Control Contracts\n\n\n      A.    Benefit - 3x Base Plus Bonus:\n\n            Terrence Murray\n            Robert J. Higgins\n            H. Jay Sarles\n            Eugene M. McQuade\n            Michael R. Zucchini\n            David L. Eyles\n            M. Anne Szostak\n            William C. Mutterperl\n            Thomas O'Neill\n            John B. Robinson\n\n      B.    Benefit - 2x Base Plus Bonus:\n\n            Anne Finucane\n            Peter C. Fitts\n            Richard Higginbotham\n            Robert B. Hedges\n            Brian T. Moynihan\n            Douglas L. Jacobs\n            Robert C. Lamb, Jr.\n            Hayden D. Watson\n            Timothy J. Conway\n            Roy E. Lowrance\n            Doris P. Meister\n            A. William Schenck\n\n\nAGREEMENT\n\n      AGREEMENT by and between FLEET FINANCIAL GROUP, INC., a Rhode Island\ncorporation (the 'Company'), and __________________ (the 'Executive'), dated as\nof the ____ day of ______________, 199__.\n\n      WHEREAS, the Human Resources and Planning Committee (the 'Committee') of\nthe Board of Directors of the Company (the 'Board') has determined that it is in\nthe best interests of the Company and its stockholders to assure that the\nCompany will have the continued dedication of the Executive, notwithstanding the\npossibility, threat or occurrence of a Change of Control (as defined in Section\n2) of the Company. The Committee believes it is imperative to diminish the\ninevitable distraction of the Executive by virtue of the personal uncertainties\nand risks created by a pending or threatened Change of Control and to encourage\nthe Executive's full attention and dedication to the Company currently and in\nthe event of any threatened or pending Change of Control, and to provide the\nExecutive with compensation and benefits arrangements upon a Change of Control\nwhich ensure that the compensation and benefits expectations of the Executive\nwill be satisfied and which are competitive with those of other bank holding\ncompanies. Therefore, in order to accomplish these objectives, the Committee has\ncaused the Company to enter into this Agreement.\n\n      NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:\n\n      1.    Certain Definitions.\n\n            (a) The 'Effective Date' shall be the first date during the 'Change\nof Control Period' (as defined in Section 1(b)) on which a Change of Control\noccurs. Anything in this Agreement to the contrary notwithstanding, if the\nExecutive's employment with the Company is terminated or the Executive ceases to\nbe an officer of the Company prior to the date on which a Change of Control\noccurs, and it is reasonably demonstrated that such termination of employment\n(1) was at the request of a third party who has taken steps reasonably\ncalculated to effect the Change of Control or (2) otherwise arose in connection\nwith or anticipation of the Change of Control, then for all purposes of this\nAgreement the 'Effective Date' shall mean the date immediately prior to the date\nof such termination of employment.\n\n            (b) The 'Change of Control Period' is the period commencing on the\ndate hereof and ending on the earlier to occur of (x) the third anniversary of\nsuch date and (y) the Executive's normal retirement under the Fleet Financial\nGroup, Inc. Pension Plan ('Normal Retirement Date'); provided, however, that\ncommencing on the date one year after the date hereof, and on each annual\nanniversary of such date (such date and each annual anniversary thereof is\nhereinafter referred to as the 'Renewal Date'), the Change of Control Period\nshall be automatically extended without any further action by the Company or the\nExecutive so as to terminate three years from such Renewal Date; provided,\nhowever, that if either the Company or the Executive shall give notice in\nwriting to the other, 120 days prior to the Renewal Date, stating that the\nChange of Control Period shall not be extended, then the Change of Control\nPeriod shall expire three years from the last effective Renewal Date.\n\n\n      2. Change of Control. For the purpose of this Agreement, a 'Change of\nControl' shall mean:\n\n            (a) The acquisition, other than from the Company, by any individual,\nentity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the\nSecurities Exchange Act of 1934, as amended (the 'Exchange Act')) of beneficial\nownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)\nof 25% or more of the then outstanding shares of common stock of the Company\n(the 'Outstanding Company Common Stock'); provided, however, that any\nacquisition by the Company or its subsidiaries, or any employee benefit plan (or\nrelated trust) of the Company or its subsidiaries, of 25% or more of the\nOutstanding Company Common Stock shall not constitute a Change of Control; and\nprovided, further that any acquisition by a corporation with respect to which,\nfollowing such acquisition, more than 50% of the then outstanding shares of\ncommon stock of such corporation is then beneficially owned, directly or\nindirectly, by all or substantially all of the individuals and entities who were\nthe beneficial owners of the Outstanding Company Common Stock immediately prior\nto such acquisition in substantially the same proportion as their ownership\nimmediately prior to such acquisition of the Outstanding Company Common Stock,\nshall not constitute a Change of Control; or\n\n            (b) Individuals who, as of the date of this Agreement, constitute\nthe Board (the 'Incumbent Board') cease for any reason to constitute at least a\nmajority of the Board, provided that any individual becoming a director\nsubsequent to the date of this Agreement whose election, or nomination for\nelection by the Company's stockholders, was approved by a vote of at least a\nmajority of the directors then comprising the Incumbent Board shall be\nconsidered as though such individual were a member of the Incumbent Board, but\nexcluding, for this purpose, any such individual whose initial assumption of\noffice is in connection with an actual or threatened election contest relating\nto the election of the Directors of the Company (as such terms are used in Rule\n14a-11 of Regulation 14A promulgated under the Exchange Act); or\n\n            (c) Consummation of a reorganization, merger, consolidation, sale or\nother disposition of all or substantially all of the assets of the Company (a\n'Business Combination'), in each case, with respect to which all or\nsubstantially all of the individuals and entities who were the beneficial owners\nof the Outstanding Company Common Stock immediately prior to such Business\nCombination do not, following such Business Combination, beneficially own,\ndirectly or indirectly, more than 50% of the then outstanding shares of common\nstock of the corporation resulting from such a Business Combination (including,\nwithout limitation, a corporation which as a result of such transaction owns the\nCompany or all or substantially all of the Company's assets either directly or\nthrough one or more subsidiaries).\n\n            (d) Approval by the stockholders of the Company of a complete\nliquidation or dissolution of the Company.\n\n            Anything in this Agreement 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 Company, directly\nor indirectly, by a corporation or other entity in which the Executive has a\ngreater than ten percent (10%) direct or indirect equity interest, such event\nshall not constitute a Change of Control.\n\n\n\n      3. Employment Period. Subject to the terms and conditions hereof, the\nCompany hereby agrees to continue the Executive in its employ, and the Executive\nhereby agrees to remain in the employ of the Company, for the period commencing\non the Effective Date and ending on the earlier to occur of (x) the last day of\nthe twenty-fourth month following the month in which the Effective Date occurs,\nand (y) the Executive's Normal Retirement Date (the 'Employment Period').\n\n      4.    Terms of Employment.\n\n            (a)   Position and Duties.\n\n                  (i) During the Employment Period, (A) the Executive's position\n      (including status, offices, titles and reporting requirements), authority,\n      duties and responsibilities shall be at least commensurate in all material\n      respects with the most significant of those held, exercised and assigned\n      at any time during the 90-day period immediately preceding the Effective\n      Date and (B) the Executive's services shall be performed at the location\n      where the Executive was employed immediately preceding the Effective Date\n      or any office or location less than 35 miles from such location.\n\n                  (ii) During the Employment Period, and excluding any periods\n      of vacation and sick leave to which the Executive is entitled, the\n      Executive agrees to devote reasonable attention and time during normal\n      business hours to the business and affairs of the Company and, to the\n      extent necessary to discharge the responsibilities assigned to the\n      Executive hereunder, to use the Executive's reasonable best efforts to\n      perform faithfully and efficiently such responsibilities. During the\n      Employment Period it shall not be a violation of this Agreement for the\n      Executive to (A) serve on corporate, civic or charitable boards or\n      committees, (B) deliver lectures, fulfill speaking engagements or teach at\n      educational institutions and (C) manage personal investments, so long as\n      such activities do not significantly interfere with the performance of the\n      Executive's responsibilities as an employee of the Company in accordance\n      with this Agreement. It is expressly understood and agreed that to the\n      extent that any such activities have been conducted by the Executive prior\n      to the Effective Date, the continued conduct of such activities (or the\n      conduct of activities similar in nature and scope thereto) subsequent to\n      the Effective Date shall not thereafter be deemed to interfere with the\n      performance of the Executive's responsibilities to the Company.\n\n            (b)   Compensation.\n\n                  (i) Base Salary. During the Employment Period, the Executive\n      shall receive an annual base salary ('Annual Base Salary'), which shall be\n      paid at a bi-weekly rate, at least equal to twelve times the highest\n      monthly base salary paid or payable to the Executive by the Company and\n      its affiliated companies in respect of the twelve-month period immediately\n      preceding the month in which the Effective Date occurs. During the\n      Employment Period, the Annual Base Salary shall be reviewed at least\n      annually and shall be increased at any time and from time to time as shall\n      be substantially consistent with increases in base salary awarded in the\n      ordinary course of business to other peer executives of the Company and\n      its affiliated companies. Any increase in Annual Base Salary shall not\n      serve to limit or reduce any other obligation to the Executive under this\n      Agreement. Annual Base Salary shall not be reduced after \n\n\n\n      any such increase and the term Annual Base Salary as utilized in this\n      Agreement shall refer to Annual Base Salary as so increased. As used in\n      this Agreement, the term 'affiliated companies' includes any company\n      controlled by, controlling or under common control with the Company.\n\n                  (ii) Annual Bonus. In addition to Annual Base Salary, the\n      Executive shall be awarded, for each fiscal year during the Employment\n      Period, an annual bonus (the 'Annual Bonus') in cash at least equal to the\n      average annualized (for any fiscal year consisting of less than twelve\n      full months or with respect to which the Executive has been employed by\n      the Company for less than twelve full months) bonus (the 'Average Annual\n      Bonus') paid or payable to the Executive by the Company and its affiliated\n      companies in respect of the three fiscal years immediately preceding the\n      fiscal year in which the Effective Date occurs. Each such Annual Bonus\n      shall be paid no later than the end of the third month of the fiscal year\n      next following the fiscal year for which the Annual Bonus is awarded,\n      unless the Executive shall elect to defer the receipt of such Annual Bonus\n      pursuant to deferral plans of the Company.\n\n                  (iii) Incentive, Savings and Retirement Plans. In addition to\n      Annual Base Salary and Annual Bonus payable as hereinabove provided, the\n      Executive shall be entitled to participate during the Employment Period in\n      all incentive, savings and retirement plans, practices, policies and\n      programs applicable to other peer executives of the Company and its\n      affiliated companies, but in no event shall such plans, practices,\n      policies and programs provide the Executive with incentive, savings and\n      retirement benefits opportunities, in each case, less favorable, in the\n      aggregate, than the most favorable of those provided by the Company and\n      its affiliated companies for the Executive under such plans, practices,\n      policies and programs as in effect at any time during the one-year period\n      immediately preceding the Effective Date.\n\n                  (iv) Welfare Benefit Plans. During the Employment Period, the\n      Executive and\/or the Executive's family, as the case may be, shall be\n      eligible for participation in and shall receive all benefits under welfare\n      benefit plans, practices, policies and programs provided by the Company\n      and its affiliated companies (including, without limitation, medical,\n      prescription, dental, disability, salary continuance, employee life, group\n      life, accidental death and travel accident insurance plans and programs)\n      and applicable to other peer executives of the Company and its affiliated\n      companies, but in no event shall such plans, practices, policies and\n      programs provide benefits which are less favorable, in the aggregate, than\n      the most favorable of such plans, practices, policies and programs in\n      effect at any time during the one-year period immediately preceding the\n      Effective Date.\n\n                  (v) Expenses. During the Employment Period, the Executive\n      shall be entitled to receive prompt reimbursement for all reasonable\n      expenses incurred by the Executive in accordance with the most favorable\n      policies, practices and procedures of the Company and its affiliated\n      companies in effect at any time during the one-year period immediately\n      preceding the Effective Date or, if more favorable to the Executive, as in\n      effect at any time thereafter with respect to other peer executives of the\n      Company and its affiliated companies.\n\n                  (vi) Fringe Benefits. During the Employment Period, the\n      Executive shall be entitled to fringe benefits in accordance with the most\n      favorable plans, \n\n\n\n      practices, programs and policies of the Company and its affiliated\n      companies in effect at any time during the one-year period immediately\n      preceding the Effective Date or, if more favorable to the Executive, as in\n      effect at any time thereafter with respect to other peer executives of the\n      Company and its affiliated companies.\n\n                  (vii) Office and Support Staff. During the Employment Period,\n      the Executive shall be entitled to an office or offices of a size and with\n      furnishings and other appointments, and to exclusive personal secretarial\n      and other assistance, at least equal to the most favorable of the\n      foregoing provided to the Executive by the Company and its affiliated\n      companies at any time during the one-year period immediately preceding the\n      Effective Date or, if more favorable to the Executive, as provided at any\n      time thereafter with respect to other peer executives of the Company and\n      its affiliated companies.\n\n                  (viii) Vacation. During the Employment Period, the Executive\n      shall be entitled to paid vacation in accordance with the most favorable\n      plans, policies, programs and practices of the Company and its affiliated\n      companies as in effect at any time during the one-year period immediately\n      preceding the Effective Date or, if more favorable to the Executive, as in\n      effect at any time thereafter with respect to other peer executives of the\n      Company and its affiliated companies.\n\n      5.    Termination of Employment.\n\n            (a) Death or Disability. The Executive's employment shall terminate\nautomatically upon the Executive's death during the Employment Period. If the\nCompany determines in good faith that the Disability of the Executive has\noccurred during the Employment Period (pursuant to the definition of\n'Disability' set forth below), it may give to the Executive written notice in\naccordance with Section 12(b) of this Agreement of its intention to terminate\nthe Executive's employment. In such event, the Executive's employment with the\nCompany shall terminate effective on the 30th day after receipt of such notice\nby the Executive (the 'Disability Effective Date'), provided that, within the 30\ndays after such receipt, the Executive shall not have returned to full-time\nperformance of the Executive's duties. For purposes of this Agreement,\n'Disability' means the absence of the Executive from the Executive's duties with\nthe Company on a full-time basis for 180 consecutive business days as a result\nof incapacity due to mental or physical illness which is determined to be total\nand permanent by a physician selected by the Company or its insurers and\nacceptable to the Executive or the Executive's legal representative (such\nagreement as to acceptability not to be withheld unreasonably).\n\n            (b) Cause. The Company may terminate the Executive's employment\nduring the Employment Period for 'Cause'. For purposes of this Agreement,\n'Cause' means (i) an act or acts of personal dishonesty taken by the Executive\nand intended to result in substantial personal enrichment of the Executive at\nthe expense of the Company, (ii) repeated violations by the Executive of the\nExecutive's obligations under Section 4(a) of this Agreement which are\ndemonstrably willful and deliberate on the Executive's part and which are not\nremedied in a reasonable period of time after receipt of written notice from the\nCompany or (iii) the conviction of the Executive of a felony involving moral\nturpitude.\n\n\n            (c) Good Reason. The Executive's employment may be terminated during\nthe Employment Period by the Executive for Good Reason. For purposes of this\nAgreement, 'Good Reason' means:\n\n                  (i) the assignment to the Executive of any duties inconsistent\n      in any respect with the Executive's position (including status, offices,\n      titles and reporting requirements), authority, duties or responsibilities\n      as contemplated by Section 4(a) of this Agreement, or any other action by\n      the Company which results in a diminution in such position, authority,\n      duties or responsibilities, excluding for this purpose an isolated,\n      insubstantial and inadvertent action not taken in bad faith and which is\n      remedied by the Company promptly after receipt of notice thereof given by\n      the Executive;\n\n                  (ii) any failure by the Company to comply with any of the\n      provisions of Section 4(b) of this Agreement, other than an isolated,\n      insubstantial and inadvertent failure not occurring in bad faith and which\n      is remedied by the Company promptly after receipt of notice thereof given\n      by the Executive;\n\n                  (iii) the Company's requiring the Executive to be based at any\n      office or location other than that described in Section 4(a)(i)(B) hereof;\n\n                  (iv) any purported termination by the Company of the\n      Executive's employment otherwise than as expressly permitted by this\n      Agreement; or\n\n                  (v) any failure by the Company to comply with and satisfy\n      Section 11(c) of this Agreement.\n\n      For purposes of this Section 5(c), any good faith determination of 'Good\nReason' made by the Executive shall be conclusive. Anything in this Agreement to\nthe contrary notwithstanding, a termination by the Executive for any reason\nduring the 30 day period immediately following the first anniversary of the\nEffective Date shall be deemed to be a termination for Good Reason for all\npurposes of this Agreement.\n\n            (d) Notice of Termination. Any termination by the Company for Cause\nor by the Executive for Good Reason shall be communicated by Notice of\nTermination to the other party hereto given in accordance with Section 12(b) of\nthis Agreement. For purposes of this Agreement, a 'Notice of Termination' means\na written notice which (i) indicates the specific termination provision in this\nAgreement relied upon, (ii) sets forth in reasonable detail the facts and\ncircumstances claimed to provide a basis for termination of the Executive's\nemployment under the provision so indicated and (iii) if the Date of Termination\n(as defined below) is other than the date of receipt of such notice, specifies\nthe termination date (which date shall be not more than 15 days after the giving\nof such notice). The failure by the Executive to set forth in the Notice of\nTermination any fact or circumstance which contributes to a showing of Good\nReason shall not waive any right of the Executive hereunder or preclude the\nExecutive from asserting such fact or circumstance in enforcing the Executive's\nrights hereunder.\n\n            (e) Date of Termination. 'Date of Termination' means the date of\nreceipt of the Notice of Termination or any later date specified therein, as the\ncase may be; provided, however, that (i) if the Executive's employment is\nterminated by the Company other than for Cause or Disability, the Date of\nTermination shall be the date on which the Company notifies \n\n\n\nthe Executive of such termination and (ii) if the Executive's employment is\nterminated by reason of death or Disability, the Date of Termination shall be\nthe date of death of the Executive or the Disability Effective Date, as the case\nmay be.\n\n      6.    Obligations of the Company Upon Termination.\n\n            (a) Death. If the Executive's employment is terminated by reason of\nthe Executive's death during the Employment Period, this Agreement shall\nterminate without further obligations to the Executive's legal representatives\nunder this Agreement, other than the sum of the following obligations: (i) the\nExecutive's Annual Base Salary through the Date of Termination to the extent not\ntheretofore paid, (ii) the product of (A) the greater of (x) the Annual Bonus\npaid or payable (and annualized for any fiscal year consisting of less than 12\nfull months or for which the Executive has been employed for less than 12 full\nmonths) to the Executive for the most recently completed fiscal year during the\nEmployment Period, if any, and (y) the Average Annual Bonus (such greater amount\nhereafter referred to as the 'Highest Annual Bonus') and (B) a fraction, the\nnumerator of which is the number of days in the current fiscal year through the\nDate of Termination, and the denominator of which is 365 and (iii) any accrued\nvacation pay not yet paid by the Company (the amounts described in subparagraphs\n(i), (ii) and (iii) are hereafter referred to as 'Accrued Obligations'). All\nAccrued Obligations shall be paid to the Executive's estate or beneficiary, as\napplicable, in a lump sum in cash within 30 days of the Date of Termination.\nAnything in this Agreement to the contrary notwithstanding, the Executive's\nfamily shall be entitled to receive benefits at least equal to the most\nfavorable benefits provided by the Company and any of its affiliated companies\nto surviving families of peer executives of the Company and such affiliated\ncompanies under such plans, programs, practices and policies relating to family\ndeath benefits, if any, as in effect with respect to other peer executives and\ntheir families at any time during the one-year period immediately preceding the\nEffective Date or, if more favorable to the Executive and\/or the Executive's\nfamily, as in effect on the date of the Executive's death with respect to other\npeer executives of the Company and its affiliated companies and their families.\n\n            (b) Disability. If the Executive's employment is terminated by\nreason of the Executive's Disability during the Employment Period, this\nAgreement shall terminate without further obligations to the Executive, other\nthan for Accrued Obligations. All Accrued Obligations shall be paid to the\nExecutive in a lump sum in cash within 30 days of the Date of Termination.\nAnything in this Agreement to the contrary notwithstanding, the Executive shall\nbe entitled after the Disability Effective Date to receive disability and other\nbenefits at least equal to the most favorable of those provided by the Company\nand its affiliated companies to disabled executives and\/or their families in\naccordance with such plans, programs, practices and policies relating to\ndisability, if any, as in effect with respect to other peer executives and their\nfamilies at any time during the one-year period immediately preceding the\nEffective Date or, if more favorable to the Executive and\/or the Executive's\nfamily, as in effect at any time thereafter with respect to other peer\nexecutives of the Company and its affiliated companies and their families.\n\n            (c) Cause; Other Than for Good Reason. If the Executive's employment\nshall be terminated for Cause or other than for Good Reason during the\nEmployment Period, this Agreement shall terminate without further obligations to\nthe Executive other than the obligation to pay to the Executive Annual Base\nSalary through the Date of Termination to the extent theretofore unpaid. In such\ncase, such amounts shall be paid to the Executive in a lump sum in cash within\n30 days of the Date of Termination.\n\n\n\n            (d) Good Reason; Other Than for Cause or Disability. If, during the\nEmployment Period, the Company shall terminate the Executive's employment other\nthan for Cause or Disability, or if the Executive shall terminate employment\nunder this Agreement for Good Reason:\n\n                  (i) the Company shall pay to the Executive in a lump sum in\n      cash within 30 days after the Date of Termination the aggregate of the\n      following amounts:\n\n                        A. all Accrued Obligations; and\n\n                        B. an amount equal to the product of (x) [three][two]\n             and (y) the sum of (i) Annual Base Salary and (ii) the Highest\n             Annual Bonus; and\n\n                        C. a lump sum retirement benefit equal to the difference\n             between (a) the actuarial equivalent of the benefit under the Fleet\n             Financial Group, Inc. Pension Plan (the 'Pension Plan'), as\n             supplemented by the Retirement Income Assurance Plan or any\n             successor to such plan (the 'RIAP') and the Supplemental Executive\n             Retirement Plan or any successor to such plan (the 'SERP'; and\n             together with the RIAP and the Pension Plan, collectively referred\n             to as the 'Retirement Plans'), which the Executive would receive if\n             the Executive was fully vested in the Retirement Plans and the\n             Executive's employment continued at the compensation level provided\n             for in Sections 4(b)(i) and 4(b)(ii) for [three][two] years after\n             the Date of Termination, and such [three][two] additional years\n             shall be credited to the Executive for purposes of calculating the\n             Executive's age, final average salary and years of service accrued\n             under the Retirement Plans, provided, however, that any benefit to\n             the Executive under any one or more of the Retirement Plans shall\n             be included in the foregoing calculation only to the extent the\n             Executive participated in such Retirement Plans immediately prior\n             to the Effective Date, and (b) the actuarial equivalent of the\n             Executive's actual benefit (paid or payable), if any, under the\n             Retirement Plans; and\n\n                        D. the Executive shall be entitled to receive a lump-sum\n             payment equal to (i) the employer matching contributions that the\n             Company would have made on the Executive's behalf to the Fleet\n             Financial Group, Inc. Savings Plan or other similar or successor\n             plan (the 'Savings Plan') and the Executive Supplemental Plan\n             (assuming the maximum employee deferral election, and the maximum\n             employer matching contribution rate, permitted under each of the\n             Savings Plan and Executive Supplemental Plan) if the Executive's\n             employment continued at the compensation level provided for in\n             Section 4(b)(i) for [three][two] years, plus (ii) the amount, if\n             any, of his account in the Savings Plan which is forfeitable on the\n             Date of Termination; and\n\n                  (ii) for [three][two] years after the Executive's Date of\n      Termination, or such longer period as any plan, program, practice or\n      policy may provide, the Company shall continue benefits to the Executive\n      and\/or the Executive's family at least equal to those which would have\n      been provided in accordance with the applicable plans, programs, practices\n      and policies described in Section 4(b)(iv) of this Agreement as if the\n      Executive's employment had not been terminated or, if more favorable to\n\n\n\n      the Executive, as in effect at any time thereafter with respect to other\n      peer executives of the Company and its affiliated companies and their\n      families. For purposes of determining eligibility of the Executive for\n      retiree benefits pursuant to such plans, practices, programs and policies,\n      the Executive shall be considered to have remained employed until\n      [three][two] years after the Date of Termination and to have retired on\n      the last day of such period.\n\n      7. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or\nlimit the Executive's continuing or future participation in any benefit, bonus,\nincentive or other plans, programs, policies or practices, provided by the\nCompany or any of its affiliated companies and for which the Executive may\nqualify, nor shall anything herein limit or otherwise affect such rights as the\nExecutive may have under any other agreements with the Company or any of its\naffiliated companies. Amounts which are vested benefits or which the Executive\nis otherwise entitled to receive under any plan, policy, practice or program of\nthe Company or any of its affiliated companies at or subsequent to the Date of\nTermination shall be payable in accordance with such plan, policy, practice or\nprogram except as explicitly modified by this Agreement.\n\n      8. Full Settlement. The Company's obligation to make the payments provided\nfor in this Agreement and otherwise to perform its obligations hereunder shall\nnot be affected by any set-off, counterclaim, recoupment, defense or other\nclaim, right or action which the Company may have against the Executive or\nothers. In no event shall the Executive be obligated to seek other employment or\ntake any other action by way of mitigation of the amounts payable to the\nExecutive under any of the provisions of this Agreement. The Company agrees to\npay, to the full extent permitted by law, all legal fees and expenses which the\nExecutive may reasonably incur as a result of any contest (regardless of the\noutcome thereof) by the Company or others of the validity or enforceability of,\nor liability under, any provision of this Agreement or any guarantee of\nperformance thereof (including as a result of any contest by the Executive about\nthe amount of any payment pursuant to Section 9 of this Agreement), plus in each\ncase interest at the applicable Federal rate provided for in Section 7872(f)(2)\nof the Internal Revenue Code of 1986, as amended (the 'Code').\n\n      9.    Certain Additional Payments by the Company.\n\n            (a) Anything in this Agreement to the contrary notwithstanding and\nexcept as set forth below, in the event it shall be determined that any payment\nor distribution by the Company to or for the benefit of the Executive (whether\npaid or payable or distributed or distributable pursuant to the terms of this\nAgreement or otherwise, but determined without regard to any additional payments\nrequired under this Section 9) (a 'Payment') would be subject to the excise tax\nimposed by Section 4999 of the Code or any interest or penalties are incurred by\nthe Executive with respect to such excise tax (such excise tax, together with\nany such interest and penalties, are hereinafter collectively referred to as the\n'Excise Tax'), then the Executive shall be entitled to receive an additional\npayment (a 'Gross-Up Payment') in an amount such that after payment by the\nExecutive of all taxes (including any interest or penalties imposed with respect\nto such taxes), including, without limitation, any income taxes (and any\ninterest and penalties imposed with respect thereto) and Excise Tax imposed upon\nthe Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment\nequal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing\nprovisions of this Section 9(a), if it shall be determined that the Executive is\nentitled to a Gross-Up Payment, but \n\n\n\nthat the Executive, after taking into account the Payments and the Gross-Up\nPayment, would not receive a net after-tax benefit of at least $50,000 (taking\ninto account both income taxes and any Excise Tax) as compared to the net\nafter-tax proceeds to the Executive resulting from an elimination of the\nGross-Up Payment and a reduction of the Payments, in the aggregate, to an amount\n(the 'Reduced Amount') such that the receipt of Payments would not give rise to\nany Excise Tax, then no Gross-Up Payment shall be made to the Executive and the\nPayments, in the aggregate, shall be reduced to the Reduced Amount.\n\n            (b) Subject to the provisions of Section 9(c), all determinations\nrequired to be made under this Section 9, including whether and when a Gross-Up\nPayment is required and the amount of such Gross-Up Payment and the assumptions\nto be utilized in arriving at such determination, shall be made by KPMG Peat\nMarwick unless such firm shall be the accounting firm of the Company or any\naffiliate of the Company at the Date of Termination, in which case such\ndeterminations shall be made by an accounting firm of national standing agreed\nto by the Company and the Executive (which may be KPMG Peat Marwick if agreed to\nby the Executive), or, if the Company does not so agree within 10 days of the\nDate of Termination, such an accounting firm shall be selected by the Executive\n(the 'Accounting Firm') which shall provide detailed supporting calculations\nboth to the Company and the Executive within 15 business days of the date such\nfirm is selected or such earlier time as is reasonably requested by the Company.\nAll fees and expenses to the Accounting Firm shall be borne solely by the\nCompany. Any Gross-Up Payment, as determined pursuant to this Section 9, shall\nbe paid by the Company to the Executive within five days of the receipt of the\nAccounting Firm's determination. Any determination by the Accounting Firm shall\nbe binding upon the Company and the Executive. As a result of the uncertainty in\nthe application of Section 4999 of the Code at the time of the initial\ndetermination by the Accounting Firm hereunder, it is possible that Gross-Up\nPayments which will not have been made by the Company should have been made\n('Underpayment'), consistent with the calculations required to be made\nhereunder. In the event that the Company exhausts its remedies pursuant to\nSection 9(c) and the Executive thereafter is required to make a payment of any\nExcise Tax, the Accounting Firm shall determine the amount of the Underpayment\nthat has occurred and any such Underpayment shall be promptly paid by the\nCompany to or for the benefit of the Executive.\n\n            (c) The Executive shall notify the Company in writing of any claim\nby an Internal Revenue Service that, if successful, would require the payment by\nthe Company of the Gross-Up Payment. Such notification shall be given as soon as\npracticable but no later than ten business days after the Executive receives\nwritten notification of such claim and shall apprise the Company of the nature\nof such claim and the date on which such claim is requested to be paid. The\nExecutive shall not pay such claim prior to the expiration of the 30-day period\nfollowing the date on which it gives such notice to the Company (or such shorter\nperiod ending on the date that any payment of taxes with respect to such claim\nis due). If the Company notifies the Executive in writing prior to the\nexpiration of such period that it desires to contest such claim, the Executive\nshall:\n\n                  (i) give the Company any information reasonably requested\n      by the Company relating to such claim;\n\n                  (ii) take such action in connection with contesting such claim\n      as the Company shall reasonably request in writing from time to time,\n      provided, however, that\n\n\n\n      the Company's selection of one or more attorneys to provide legal\n      representation with respect to such claim shall be subject to the\n      Executive's prior written approval;\n\n                  (iii) cooperate with the Company in good faith in order to\n      contest such claim effectively; and\n\n                  (iv) permit the Company to participate in any proceedings\n      relating to such claim;\n\nprovided, however, that the Company shall bear and pay directly all costs and\nexpenses (including additional interest and penalties) incurred in connection\nwith such contest and shall indemnify and hold the Executive harmless, on an\nafter-tax basis, for any Excise Tax or income tax (including interest and\npenalties with respect thereto) imposed as a result of such representation and\npayment of costs and expenses. Without limitation on the foregoing provisions of\nthis Section 9(c), the Company shall control all proceedings taken in connection\nwith such contest and, at its sole option, may pursue or forgo any and all\nadministrative appeals, proceedings, hearings and conferences with the taxing\nauthority in respect of such claim and may, at its sole option, either direct\nthe Executive to pay the tax claimed and sue for a refund or contest the claim\nin any permissible manner, and the Executive agrees to prosecute such contest to\na determination before any administrative tribunal, in a court of initial\njurisdiction and in one or more appellate courts, as the Company shall\ndetermine; provided, however, that if the Company directs the Executive to pay\nsuch claim and sue for a refund, the Company shall advance the amount of such\npayment to the Executive, on an interest-free basis and shall indemnify and hold\nthe Executive harmless, on an after-tax basis, from any Excise Tax or income tax\n(including interest or penalties with respect thereto) imposed with respect to\nsuch advance or with respect to any imputed income with respect to such advance;\nand provided, further, that any extension of the statute of limitations relating\nto payment of taxes for the taxable year of the Executive with respect to which\nsuch contested amount is claimed to be due is limited solely to such contested\namount. Furthermore, the Company's control of the contest shall be limited to\nissues with respect to which a Gross-Up Payment would be payable hereunder and\nthe Executive shall be entitled to settle or contest, as the case may be, any\nother issue raised by the Internal Revenue Service or any other taxing\nauthority.\n\n            (d) If, after the receipt by the Executive of an amount advanced by\nthe Company pursuant to Section 9(c), the Executive becomes entitled to receive\nany refund with respect to such claim, the Executive shall (subject to the\nCompany's complying with the requirements of Section 9(c)) promptly pay to the\nCompany the amount of such refund (together with any interest paid or credited\nthereon after taxes applicable thereto). If, after the receipt by the Executive\nof an amount advanced by the Company pursuant to Section 9(c), a determination\nis made that the Executive shall not be entitled to any refund with respect to\nsuch claim and the Company does not notify the Executive in writing of its\nintent to contest such denial of refund prior to the expiration of 30 days after\nsuch determination, then such advance shall be forgiven and shall not be\nrequired to be repaid and the amount of such advance shall offset, to the extent\nthereof, the amount of Gross-Up Payment required to be paid.\n\n\n      10. Confidential Information. The Executive shall hold in a fiduciary\ncapacity for the benefit of the Company all secret or confidential information,\nknowledge or data relating to the Company or any of its affiliated companies,\nand their respective businesses, which shall have been obtained by the Executive\nduring the Executive's employment by the Company or any of its affiliated\ncompanies and which shall not be or become public knowledge (other than by acts\nby the Executive or representatives of the Executive in violation of this\nAgreement). After termination of the Executive' s employment with the Company,\nthe Executive shall not, without the prior written consent of the Company,\ncommunicate or divulge any such information, knowledge or data to anyone other\nthan the Company and those designated by it. In no event shall an asserted\nviolation of the provisions of this Section 10 constitute a basis for deferring\nor withholding any amounts otherwise payable to the Executive under this\nAgreement.\n\n      11.   Successors.\n\n            (a) This Agreement is personal to the Executive and without the\nprior written consent of the Company shall not be assignable by the Executive\notherwise than by will or the laws of descent and distribution. This Agreement\nshall inure to the benefit of and be enforceable by the Executive's legal\nrepresentatives.\n\n            (b) This Agreement shall inure to the benefit of and be binding upon\nthe Company and its successors and assigns.\n\n            (c) The Company will require any successor (whether direct or\nindirect, by purchase, merger, consolidation or otherwise) to all or\nsubstantially all of the business and\/or assets of the Company to assume\nexpressly and agree to perform this Agreement in the same manner and to the same\nextent that the Company would be required to perform it if no such succession\nhad taken place. As used in this Agreement, 'Company' shall mean the Company as\nhereinbefore defined and any successor to its business and\/or assets as\naforesaid which assumes and agrees to perform this Agreement by operation of\nlaw, or otherwise.\n\n      12.   Miscellaneous.\n\n            (a) This Agreement shall be governed by and construed in accordance\nwith the laws of the State of Rhode Island, without reference to principles of\nconflict of laws. The captions of this Agreement are not part of the provisions\nhereof and shall have no force or effect. This Agreement may not be amended or\nmodified otherwise than by a written agreement executed by the parties hereto or\ntheir respective successors and legal representatives.\n\n            (b) All notices and other communications hereunder shall be in\nwriting and shall be given by hand delivery to the other party or by registered\nor certified mail, return receipt requested, postage prepaid, addressed as\nfollows:\n\n            If to the Executive:\n\n                  [Executive's Name and Address]\n\n\n            If to the Company:\n\n                  Fleet Financial Group, Inc.\n                  One Federal Street\n                  Boston, MA  02110\n                  Attention:  General Counsel\n\nor such other address as either party shall have furnished to the other in\nwriting in accordance herewith. Notice and communications shall be effective\nwhen actually received by the addressee.\n\n            (c) The invalidity or unenforceability of any provision of this\nAgreement shall not affect the validity or enforceability of any other provision\nof this Agreement.\n\n            (d) The Company may withhold from any amounts payable under this\nAgreement such Federal, state or local taxes as shall be required to be withheld\npursuant to any applicable law or regulation.\n\n            (e) The Executive's failure to insist upon strict compliance with\nany provision hereof shall not be deemed to be a waiver of such provision or any\nother provision thereof.\n\n            (f) This Agreement contains the entire understanding of the Company\nand the Executive with respect to the subject matter hereof and by entering into\nthis Agreement the Executive waives all rights he may have under the Company's\nseparation policy.\n\n      IN WITNESS WHEREOF, the Executive has executed this Agreement and the\nCompany has caused this Agreement to be executed by its duly authorized officer\nas of the day and year first above-written.\n\n\n                                          -----------------------------\n                                                [Executive's Name]\n\n\n                                          FLEET FINANCIAL GROUP, INC.\n\n\n                                          By\n                                            ---------------------------\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":[9539,9551],"class_list":["post-38574","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__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38574","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=38574"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38574"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38574"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38574"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}