{"id":39146,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-fleet-financial-group-inc-and-david-l.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-fleet-financial-group-inc-and-david-l","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-fleet-financial-group-inc-and-david-l.html","title":{"rendered":"Employment Agreement &#8211; Fleet Financial Group Inc. and David L. Eyles"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n     AGREEMENT by and between Fleet Financial Group, Inc., a Rhode Island\ncorporation ('Fleet' or the 'Company') and David L. Eyles (the 'Executive')\ndated as of the 29th day of October 1999.\n\n     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:\n\n     1. EMPLOYMENT PERIOD. Fleet hereby agrees to employ the Executive, and the\nExecutive hereby agrees to remain in the employ of Fleet subject to the terms\nand conditions of this Agreement, for the period commencing on the date hereof\nand ending on January 10, 2002 (the 'Employment Period').\n\n     2. TERMS OF EMPLOYMENT. (a) Position and Duties. (i) During the Employment\nPeriod, the Executive shall serve as Vice Chairman and Chief Risk Officer,\nreporting directly to the Chairman and Chief Executive Officer, with appropriate\nauthority, duties and responsibilities. The Executive shall be located in\nHartford, Connecticut.\n\n              (ii) During the Employment Period, and excluding any periods of\nvacation and sick leave to which the Executive is entitled, the Executive agrees\nto devote substantially all of his attention and time during normal business\nhours to the business and affairs of Fleet and to the extent necessary to\ndischarge the responsibilities assigned to the Executive hereunder. The\nforegoing shall not limit the Executive from being involved in personal\ninvestment, charitable and for-profit Board activities at a level commensurate\nwith his current level, subject to Company policy on new Board activities.\n\n         (b) COMPENSATION. (i) BASE SALARY. Effective upon the consummation of\nthe merger of Fleet with BankBoston Corporation (the 'Merger'), the annual base\nsalary of the Executive shall be increased to $450,000. During the Employment\nPeriod, the Executive shall receive an annual base salary ('Annual Base Salary')\nof no less than $450,000. Any further increase in the Executive's Annual Base\nSalary shall not serve to limit or reduce any other obligation to the Executive\nunder this Agreement. Annual Base Salary shall not be reduced after any such\nincrease and the term Annual Base Salary as utilized in this Agreement shall\nrefer to the Annual Base Salary as so increased. As used in this Agreement, the\nterm 'affiliated companies' shall include any company controlled by, controlling\nor under common control with Fleet.\n\n              (ii) ANNUAL BONUS. The Executive shall be entitled to receive an\nannual bonus with respect to calendar year 1999 of no less than $650,000,\nsubject to the Executive's rights of deferral, which will be paid in February\n2000. The Executive shall be entitled to receive an annual bonus with respect to\ncalendar year 2000 of no less than $700,000, subject to the Executive's rights\nof deferral, which will be paid in February 2001. The Executive shall be\nentitled to receive an annual bonus with respect to calendar year 2001 of no\nless than $750,000, subject to the Executive's rights of deferral, which will be\npaid in February 2002.\n\n\n\n     In the event the Executive's employment is terminated by Fleet without\nCause (as defined in Section 3 (b)), including by reason of the death or\ndisability of the Executive, or by the Executive with Good Reason (as defined in\nSection 3 (c)), during any calendar year of the Employment Period, the Executive\nor his estate shall be entitled to receive a pro rated bonus for that calendar\nyear.\n\n     The amount of the pro rated bonus shall be the product of (i) a fraction,\nthe numerator of which is the number of days elapsed in the applicable year, and\nthe denominator of which is 365, multiplied by (ii) the Annual Bonus amount\nspecified in this section for the full calendar year.\n\n              (iii) OTHER EMPLOYEE BENEFIT PLANS. During the Employment Period,\nexcept as otherwise expressly provided herein, the Executive shall be entitled\nto participate in, and shall receive awards under, all employee benefit, welfare\nand other plans, practices and programs, including perquisites applicable to\npeer executives of Fleet at a level commensurate with such peer executives. Any\nequity grants awarded prior to the Merger will be governed by the terms and\nconditions of the underlying restricted stock agreement or stock option\nagreement, as the case may be.\n\n     Upon the consummation of the Merger, the Executive will be granted 50,000\nshares of performance-based restricted stock (the 'Restricted Stock Grant').\nSubject to the attainment of performance criteria as outlined in the applicable\nrestricted stock agreement, all restrictions shall lapse, with respect to 50% of\nthe Restricted Stock Grant on the first anniversary of the date of the grant,\nand with respect to the remaining 50% of the Restricted Stock Grant on the\nsecond anniversary of the date of the grant.\n\n     The Executive is eligible to receive a 1999 stock option award in such\namount as recommended by the Chairman and CEO of Fleet and approved by the Human\nResources and Planning Committee of the Board of Directors. Any stock option\naward will be subject to the terms and provisions of the underlying stock option\nagreement entered into for peer executives.\n\n     If the Executive's employment is terminated by Fleet without Cause (as\ndefined in Section 3 (b)), including by reason of the death or disability of the\nExecutive, or by the Executive with Good Reason (as defined in Section 3 (c)),\nat any time during the Employment Period, Fleet shall cause the Restricted Stock\nGrant, to the extent then unvested or forfeitable, to become immediately and\nfully vested. Any stock option awards granted to the Executive will be governed\nby the terms of the underlying stock option agreement, including, but not\nlimited to, the provision that permits an optionee who is retirement eligible to\nexercise stock options that were granted after April 1994 through 1998, and that\nwere vested as of the retirement date, for a period of 12 months following\ntermination of employment.\n\n     As of the end of calendar year 1999, the Executive shall be eligible to\nreceive, but not entitled to receive, any additional equity awards.\n\n                                                                               2\n\n\n              (iv) RETIREMENT BENEFITS. Commencing on February 1, 2002, the\nExecutive shall be entitled to receive a retirement benefit of at least $200,000\nper annum, in the form of a 50% Joint &amp; Survivor benefit, or its actuarial\nequivalent as elected by him under the provisions of the applicable plans based\non a deemed termination of employment date of January 10, 2002 (the 'Retirement\nBenefit'). Except to the extent provided below, the Retirement Benefit shall be\ninclusive of the amounts payable to the Executive or his survivor under any\nqualified or nonqualified defined benefit pension plan or cash balance plan of\nFleet, its predecessors or their respective affiliates (collectively, the\n'Company Retirement Plans') and any additional amounts payable under the Fleet\nSupplemental Executive Retirement Plan and covered in the 'rabbi' trust\ntherefor.\n\n     In addition to the Retirement Benefit provided above, the Executive shall\nbe entitled to receive a benefit payable from the Supplemental Executive\nRetirement Plan of Shawmut National Corporation (the 'Frozen SERP'). The\nbenefit, payable as of February 1, 2002, is estimated to be $86,000 per annum,\nbased on a 50% Joint &amp; Survivor Benefit.\n\n     Further, whether or not the Executive remains an employee of Fleet through\nthe Employment Period, the Executive shall be entitled to the retiree medical\nbenefits to which he would have been entitled had he been age 55 and had 10\nyears of service with Shawmut National Corporation as of December 31, 1996.\nSpecifically, the Executive will have access to group rates from the date\nemployment with Fleet is terminated due to retirement or any other reason and\nupon attainment of age 65, the Executive will be entitled to a monthly subsidy\nfor retiree and spouse medical coverage.\n\n     If the Executive's employment is terminated by Fleet without Cause (as\ndefined in Section 3 (b)), including by reason of death or disability of the\nExecutive, or by the Executive with Good Reason (as defined in Section 3 (c)),\nat any time during the Employment Period, the Executive shall be entitled to\nreceive the benefits as described in this Section 2 (b) (iv), except to the\nextent that the amount of the Retirement Benefit and Frozen SERP may be\nactuarially reduced to reflect an earlier benefit commencement date if elected;\nprovided, however, that per the terms of the Frozen SERP, the benefit\ncommencement date cannot be earlier than the first of the month following the\nmonth in which the Executive attains age sixty-two (62).\n\n     Notwithstanding the foregoing, in the event the Executive's employment\nterminates in a manner not entitling him to benefits pursuant to Section 4 (a)\nprior to January 10, 2002, the Retirement Benefit and the Frozen SERP shall not\nbe paid to the Executive, but instead the Executive shall be entitled to his\naccrued and vested benefit under the Company Retirement Plans and the Frozen\nSERP as of the Date of Termination, payable in accordance with the applicable\nplan document, determined using the applicable covered compensation paid to the\nExecutive.\n\n                                                                               3\n\n\n     In the event of the Executive's death or disability following January 10,\n2002, the Executive or his estate shall be entitled to receive the Retirement\nBenefit and the Frozen SERP.\n\n              (v) INDEMNIFICATION\/D &amp; O INSURANCE. The Executive shall be\nentitled to indemnification with respect to the performance of his duties\nhereunder, and directors' and officers' liability insurance, on the same terms\nand conditions as generally available to peer executives of Fleet. The Company's\nobligations under this Section 2 (b) (v) shall survive the termination of the\nEmployment Period and this Agreement in accordance with the applicable indemnity\npolicy and directors' and officers' liability insurance of Fleet maintained by\nthe Company for other officers and directors.\n\n     3. TERMINATION OF EMPLOYMENT. (a) DEATH OR DISABILITY. The Executive's\nemployment shall terminate automatically upon the Executive's death during the\nEmployment Period. If the Executive cannot, because of physical or mental\ndisability, perform his material duties hereunder for 180 consecutive days, at\nthe end of such period, Fleet may give to the Executive written notice in\naccordance with Section 3 (d) of this Agreement of its intention to terminate\nhis employment. In such event, the Executive's employment with Fleet shall\nterminate effective on the 30th day after receipt of such notice by the\nExecutive, provided that, within the 30 days after such receipt, the Executive\nshall not have returned to full-time performance of the Executive's material\nduties.\n\n         (b) CAUSE. Fleet may terminate the Executive's employment during the\nEmployment Period for Cause. For purposes of this Agreement, 'Cause' shall mean:\n\n              (i) the willful and continued failure of the Executive to perform\nsubstantially the Executive's duties with Fleet or one of its affiliates (other\nthan any such failure resulting from incapacity due to physical or mental\nillness), after a written demand for substantial performance is delivered to the\nExecutive by the Board or the Chairman of Fleet, which specifically identifies\nthe manner in which the Board believes the Executive has not substantially\nperformed the Executive's duties; or\n\n              (ii) the willful engaging by the Executive in illegal conduct or\ngross misconduct with regard to Fleet that is materially and demonstrably\ninjurious to the Company; or \n\n              (iii) conviction of a felony (other than a traffic violation) or \nguilty or nolo contrendere plea by the Executive with respect thereto.\n\n     For purposes of this provision, no act or failure to act, on the part of\nthe Executive shall be considered 'willful' unless it is done, or omitted to be\ndone, by the Executive in bad faith or without reasonable belief by the\nExecutive's action or omission was in the best interests of the Company. Any\nact, or failure to act, based upon authority given pursuant to a resolution duly\nadopted by the Board or upon the instructions of the Chairman or a senior\nofficer of Fleet, or based upon the advice of counsel for Fleet, shall \n\n                                                                               4\n\n\nbe conclusively presumed to be done, or omitted to be done, by the Executive in\ngood faith and in the best interests of Fleet.\n\n         (c) GOOD REASON. The Executive's employment may be terminated by the\nExecutive for Good Reason. For purposes of this Agreement, 'Good Reason' shall\nmean:\n\n              (i) a material breach by Fleet of a material term of this\nAgreement, after Fleet has been given a reasonable opportunity to cure such\nbreach and has failed to do so;\n\n              (ii) any requirement by Fleet that the Executive's services be\nrendered primarily at a location or locations other than Hartford, CT, or any\nrequirement by Fleet that the Executive relocate more than thirty-five miles\nfrom his current location;\n\n              (iii) the assignment to the Executive of any duties or\nresponsibilities inconsistent in any respect with those customarily associated\nwith the position (including status, office, title and reporting requirements)\nto be held by the Executive during the applicable period pursuant to this\nAgreement, the appointment of any other Executive to perform any of the duties\nor responsibilities customarily associated with the position to be held by the\nExecutive during the applicable period pursuant to this Agreement, or any other\naction by Fleet that results in a diminution or other material adverse change in\nthe Executive's position, authority, duties or responsibilities, other than an\nisolated, insubstantial and inadvertent action that is not taken in bad faith\nand is remedied by Fleet promptly after receipt of notice thereof from the\nExecutive;\n\n              (iv) any failure by Fleet to comply with any provision of Section\n2 of this Agreement, other than an isolated, insubstantial and inadvertent\nfailure that is not taken in bad faith and is remedied by Fleet promptly after\nreceipt of notice thereof from the Executive;\n\n         (d) NOTICE OF TERMINATION. Any termination by Fleet for Cause, or by\nthe Executive for Good Reason, shall be communicated by Notice of Termination to\nthe other party hereto given in accordance with Section 12 of this Agreement.\nFor purposes of this Agreement, a 'Notice of Termination' means a written notice\nwhich:\n\n              (i) indicates the specific termination provision in this Agreement\nrelied upon;\n\n              (ii) to the extent applicable, sets forth in reasonable detail the\nfacts and circumstances claimed to provide a basis for termination of the\nExecutive's employment under the provision so indicated; and\n\n              (iii) if the Date of Termination (as defined below) is other than\nthe date of receipt of such notice, specifies the termination date (which dates\nshall be not more than thirty days after the giving of such notice).\n\n                                                                               5\n\n\n     The failure by the Executive or Fleet to set forth in the Notice of\nTermination any fact or circumstance which contributes to a showing of Good\nReason or Cause shall not waive any right of the Executive or Fleet,\nrespectively, hereunder or preclude the Executive or Fleet, respectively, from\nasserting such fact or circumstance in enforcing the Executive's or Fleet's\nrights hereunder.\n\n         (e) DATE OF TERMINATION. 'Date of Termination' means January 10, 2002,\nor if earlier:\n\n\n              (i) if the Executive's employment is terminated by Fleet for\nCause, or by the Executive for Good Reason, the date of receipt of the Notice of\nTermination or any later date specified therein within 30 days of such notice,\nas the case may be;\n\n              (ii) if the Executive's employment is terminated by Fleet other\nthan for Cause or Disability, or by Executive for other than Good Reason, the\nDate of Termination shall be the date on which the Company notifies the\nExecutive of such termination;\n\n              (iii) if the Executive's employment is terminated by reason of\ndeath or disability, the Date of Termination shall be the date as defined in\nSection 3(a) of this Agreement.\n\n     4. OBLIGATIONS OF FLEET UPON TERMINATION. (a) If, during the Employment\nPeriod, Fleet shall terminate the Executive's employment other than for Cause or\nthe Executive shall terminate for Good Reason, or the Date of Termination occurs\nby reason of the expiration of the Employment Period on January 10, 2002:\n\n              (i) Until January 10, 2002, the Executive shall remain on Fleet's\npayroll and continue to be treated as an employee of Fleet for purposes of\npayment of Annual Base Salary and participation in the Company's welfare (other\nthan long-term disability), retirement, deferred compensation and stock\nincentive plans and other equity plans, except as may be separately provided for\nin this Agreement, and thereafter as a 'retiree' under them, provided that the\nExecutive shall not be entitled to, but will remain eligible for, additional\nawards under any of Fleet's stock incentive plans, other than as provided for in\nSection 2 (b) (iii); further, provided, however, that the Executive shall be\nentitled receive a pro rated bonus for the year of termination in accordance\nwith the provisions of Section 2 (b) (ii) of this Agreement. In addition, the\nExecutive shall be entitled to benefits as outlined in Section 2 (b) (iv).\nFurther, the continuation of the Executive on Fleet's payroll shall not prevent\nhim from commencing employment with another employer;\n\n              (ii) Fleet shall continue to pay to the Executive his Annual Base\nSalary for the duration of the Employment Period;\n\n                                                                               6\n\n\n              (iii) to the extent not theretofore paid or provided, Fleet shall\ntimely pay or provide to the Executive any other amounts or benefits required to\nbe paid or provided or which the Executive is eligible to receive under any\nplan, program, or policy or practice or contract or agreement of Fleet and its\naffiliated companies through the Date of Termination (such other amounts and\nbenefits shall be hereinafter referred to as the 'Other Benefits'); and\n\n              (iv) the Executive shall have the same election rights as to the\nform of benefits and commencement dates as if his Date of Termination was\nJanuary 10, 2002; provided, however, that the Frozen SERP payment may not\ncommence prior to December 1, 2001.\n\n         (b) CAUSE; OTHER THAN FOR GOOD REASON; DEATH OR DISABILITY. If the\nExecutive's employment shall be terminated for Cause, or the Executive\nterminates his employment without Good Reason, or the Executive shall die or is\nterminated because of Disability during the Employment Period, the Agreement\nshall terminate without further obligations to the Executive other than the\nobligation to pay to the Executive (w) his Annual Base Salary through the Date\nof Termination, (x) other Benefits, which in the case of the Executive's Death\nor Disability, shall include death or disability benefits under Fleet's death or\ndisability plan in which the Executive participates, in each case to the extent\ntheretofore unpaid, (y) in the case of Death or Disability, his pro rated bonus\namount, determined in accordance with Section 2 (b) (ii), and (z) as provided in\nSection 2 (b) (iii) and Section 2 (b) (iv) above.\n\n     5. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or\nlimit the Executive's continuing or future participation in any plan, program,\npolicy or practice provided by Fleet or any of its affiliated companies for\nwhich the Executive may qualify, nor shall anything in this Agreement limit or\notherwise affect such rights as the Executive may have under any contract or\nagreement with the Company of any of its affiliated companies. Vested benefits\nand other amounts that the Executive is otherwise entitled to receive under any\nplan, policy, practice or program of, or any contract of agreement with, the\nCompany of any of its affiliated companies on or after the Date of Termination\nshall be payable in accordance with the terms of each such plan, policy,\npractice, program, contract or agreement, as the case may be, except as\nexplicitly modified by this Agreement.\n\n     6. NON-DUPLICATION OF BENEFITS. To the extent the Executive is or becomes\nentitled to receive compensation and benefits payable in accordance with the\nterms of an existing agreement (e.g., a change in control agreement) to which\nthe Executive and Fleet are parties, any compensation and\/or benefits that shall\nbe or become payable according to the terms and conditions of this Agreement\nwill not be paid to the extent any payment0 is deemed duplicative.\n\n     7. FULL SETTLEMENT. Fleet's obligation to make the payments provided for\nin, and otherwise to perform its obligations under, this Agreement shall not be\naffected by any set-off, counterclaim, recoupment, defense or other claim, right\nor action that Fleet \n\n                                                                               7\n\n\nmay have against the Executive or others. In no event shall the Executive be\nobligated to seek other employment or take any other action by way of mitigation\nof the amounts payable to the Executive under any provisions of this Agreement\nand such amounts hall not be reduced, regardless of whether the Executive\nobtains other employment.\n\n     8. CONFIDENTIAL INFORMATION. (a) The Executive shall hold in a fiduciary\ncapacity for the benefit of Fleet all secret or confidential information,\nknowledge or data relating to Fleet or any of its affiliated companies and their\nrespective businesses that the Executive obtains during the Executive's\nemployment by Fleet or any of its affiliated companies and that is not public\nknowledge (other than by acts by the Executive or representatives of the\nExecutive in violation of this Agreement). After termination of the Executive's\nemployment with Fleet, the Executive shall not, without the prior written\nconsent of Fleet, or as may otherwise be required by law or legal process,\ncommunicate or divulge any such information, knowledge or data to anyone other\nthan Fleet and those designated by it.\n\n         (b) In the event of a breach or a threatened breach of Section 8 (a),\nthe Executive agrees that Fleet shall be entitled to injunctive relief in a\ncourt of appropriate jurisdiction to remedy any such breach or threatened\nbreach, the Executive acknowledges that damages would be inadequate and\ninsufficient.\n\n         (c) Any termination of the Executive's employment or of this Agreement\nshall have no effect on the continuing operation of Section 8.\n\n     9. MUTUAL RELEASES. On the Date of Termination, or if later, January 10,\n2002, the Executive and Fleet agree to execute the releases attached as Exhibit\nA hereto. The Executive agrees that his right to receive the benefits set forth\nin Section 4 are conditioned upon his executing and not revoking the release,\nprovided Fleet delivers its reciprocal release.\n\n     10. INDEMNIFICATION; ATTORNEYS' FEES. The Company shall pay or indemnify\nthe Executive to the full extent permitted by law and the by-laws of Fleet for\nall expenses, costs, liabilities and legal fees which the Executive may incur in\nthe discharge of his duties hereunder. The Company also agrees to pay, as\nincurred, to the fullest extent permitted by law, or indemnify the Executive if\nsuch payment is not legally permitted, for all legal fees and expenses that the\nExecutive may in good faith incur as a result of any contest by the Company, the\nExecutive or others of the validity or enforceability of or liability under, or\notherwise involving, any provision of this Agreement, together with interest on\nany delayed payment at the applicable federal rate provided for in Section\n7872(f)(2)(A) of the Internal Revenue Code (the 'Code').\n\n     11. SUCCESSORS. (a) This Agreement is personal to the Executive and without\nthe prior written consent of Fleet shall not be assignable by the Executive\notherwise than by will or the laws of descent and distribution, except that upon\nthe Executive's death after the Employment Period any amounts due hereunder\nshall be paid to his estate or beneficiary, as the case may be. If the Executive\nshall die prior to January 10, 2002, the \n\n                                                                               8\n\n\nExecutive's estate shall be entitled to the remaining payments and benefits as\ndescribed in Section 4 (b). This Agreement shall inure to the benefit of and be\nenforceable by the Executive's legal representatives.\n\n         (b) This Agreement shall inure to the benefit of and be binding upon\nFleet and its successors and assigns.\n\n         (c) Fleet will require any successor (whether direct or indirect, by\npurchase, merger, consolidation or otherwise) to all or substantially all of the\nbusiness and\/or assets of the Fleet to assume expressly and to agree to perform\nthis Agreement in the same manner and to the same extent that Fleet would be\nrequired to perform it if no such succession had taken place. As used in this\nAgreement, 'Company' shall mean Fleet as hereinbefore defined and any successor\nto its business and\/or assets as aforesaid which assumes and agrees to perform\nthis Agreement by operation of law, or otherwise.\n\n     12. MISCELLANEOUS. (a) This Agreement shall be governed by and construed in\naccordance with the laws of the state of Rhode Island, without reference to\nprinciples of conflict of laws. The captions of this Agreement are not part of\nthe provisions hereof and shall have no force or effect. This Agreement may not\nbe amended or modified otherwise than by a written agreement executed by the\nparties hereto or their respective successors and legal representatives.\n\n         (b) All notices and other communications hereunder shall be in writing\nand shall be given by hand delivery to the other party or by registered or\ncertified mail, return receipt requested, postage prepaid, addressed as follows:\n\n                  If to the Executive:\n                  --------------------\n                  150 Balfour Drive\n                  West Hartford, CT   06117\n\n                  If to Fleet:\n                  ------------\n                  One Federal Street\n                  Boston, MA   02110\n                  Attention:  General Counsel\n\nor to 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, local or foreign taxes as shall be required to be\nwithheld pursuant to any applicable law or regulation. \n\n                                                                               9\n\n\n         (e) The Executive's or Fleet's failure to insist upon strict compliance\nwith any provision of this Agreement or the failure to assert any right the\nExecutive or Fleet may have hereunder shall not be deemed to be a waiver of such\nprovision or right or any other provision or right of this Agreement.\n\n         (f) From and after the date hereof, this Agreement shall supersede any\nother employment, severance or change in control agreement between the parties\nwith respect to the subject matter hereof, provided that this Agreement shall\nnot supersede the change in control agreement between the parties if a change of\ncontrol (as defined therein) occurs prior to the Date of Termination, except to\nthe extent that such agreement and this Agreement would provide duplicative\nbenefits.\n\n         (g) The rights and benefits of the Executive under this Agreement may\nnot be anticipated, assigned, alienated or subject to attachment, garnishment,\nlevy, execution or other legal or equitable process except as required by law.\nAny attempt by the Executive to anticipate, assign, sell, transfer, pledge,\nencumber or charge the same shall be void. Payments hereunder shall not be\nconsidered assets of the Executive in the event of insolvency or bankruptcy.\n\n         IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand\nand, pursuant to the authorization from its Board of Directors, Fleet has cause\nthese presents to be executed in its name on its behalf, all as of the day and\nyear first written above.\n\n                                                  \/s\/ DAVID L. EYLES\n                                                  ------------------\n                                                  David L. Eyles\n\n\n\n                                                  FLEET FINANCIAL GROUP, INC.\n\n\n                                                  \/s\/ M. ANNE SZOSTAK\n                                                  -------------------\n                                         By:      M. Anne Szostak\n                                         Title:   Executive Vice President\n                                                  Director of Human Resources\n\n\n                                                                              10\n\n\n                                    EXHIBIT A\n\n                                 GENERAL RELEASE\n\n                  THIS GENERAL RELEASE is entered into between Fleet Financial\nGroup, Inc., a Rhode Island Corporation (the 'Company') and David L. Eyles (the\n'Executive') as of the _____ day of __________, ____. The Company and the\nExecutive agree as follows:\n\n1.   Employment Status. The Executive's employment with the Company has\n     terminated effective as of _________, __, ____.\n\n2.   Payment and Benefits. Upon acceptance of the terms set forth herein, the\n     Company as of the date of termination shall provide the Executive with the\n     payments and benefits set forth in the Employment Agreement between the\n     Company and the Executive, dated as of August __, 1999 (the 'Employment\n     Agreement') and the amounts otherwise due to the Executive upon such\n     termination under the Company's plans and programs.\n\n3.   No Liability. This Release does not constitute an admission by the Company,\n     or any of its subsidiaries, affiliates, divisions, trustees, officers,\n     directors, partners, agents, or employees, of any unlawful acts or of any\n     violation of federal, state or local laws.\n\n4.   Release. In consideration of the payments and benefits set forth in the\n     Employment Agreement, the Executive for himself, or his heirs,\n     administrators, representatives, executors, successors and assigns\n     (collectively, the 'Executive Releasors') does hereby irrevocably and\n     unconditionally release, acquit and forever discharge the Company and its\n     subsidiaries, affiliates, divisions, successors, assigns, trustees,\n     officers, directors, partners, agents, and former and current employees,\n     including without limitation, all persons acting by, through, under or in\n     concert with any of them (collectively, the 'Company Releasees'), and each\n     of them from any and all charges, complaints, claims, liabilities,\n     obligations, promises, agreements, controversies, damages, remedies,\n     actions, causes of action, suits, rights, demands, costs, losses, debts and\n     expenses (including attorneys' fees and costs ) of any nature whatsoever,\n     known or unknown, whether in law or equity and whether arising under\n     federal, state or local law and in particular any claim for discrimination\n     based upon race, color, ethnicity, sex, age (including the Age\n     Discrimination Employment Act of 1967), national origin, religion,\n     disability, or any other unlawful criterion or circumstance, which\n     Executive Releasors had, now have, or may have to claim to have in the\n     future against each or any of the Company Releasees from the beginning of\n     the world until the date of the execution of this Release relating to the\n     Executive's employment with the Company and its subsidiaries and\n     affiliates; provided, however, that nothing herein shall release the\n     Company from the obligation to make the payments described in the\n     Employment Agreement prior \n\n\n                                                                              11\n\n\n     to the satisfaction of such payments in full and to indemnify the Executive\n     in accordance with Section 2 (b) (v) of the Employment Agreement.\n\n5.   Bar. The Executive acknowledges and agrees that if should hereafter make\n     any claim or demand or commence or threaten to commence any action, claim\n     or proceeding against the Company Releasees with respect to any cause,\n     matter or thing which is the subject of Paragraph 4 of this Release, this\n     Release may be raised as a complete bar to any such action, claim or\n     proceeding, and the applicable Company Releasees may recover from the\n     Executive all costs incurred in connection with such action, claim or\n     proceeding, including attorneys' fees.\n\n6.   Governing Law. This Release shall be governed by and construed in\n     accordance with the laws of the State of Rhode Island.\n\n7.   Acknowledgement. The parties hereto have read this Release, understand it,\n     and voluntarily accept its terms, and the Executive acknowledges that he\n     has been advised by the Company to seek the advice of legal counsel before\n     entering into this Release, and has been provided with a period of\n     twenty-one (21) days in which to consider entering into this Release.\n\n8.   Revocation. The Executive has a period of seven (7) days following the\n     execution of this Release during which the Executive may revoke this\n     Release, and this Release shall not become effective or enforceable until\n     such revocation period has expired.\n\n9.   Counterparts. This Release may be executed by the parties hereto in\n     counterparts, which taken together shall be deemed one original.\n\n\n     IN WITNESS WHEREOF, the parties have executed this Release on the date\nfirst set forth above.\n\n                                          ------------------------------\n                                          David L. Eyles\n\n\n                                          FLEET FINANCIAL GROUP, INC.\n\n\n                                          -----------------------------\n                                       By:\n\n                                       Title:\n\n\n                                                                              12\n\n\n\n                                 GENERAL RELEASE\n\n     THIS GENERAL RELEASE is executive and delivered by Fleet Financial Group,\nInc., a Rhode Island Corporation (the 'Company') to David L. Eyles (the\n'Executive').\n\n1.   Release. The Company, on its own behalf and on behalf of its subsidiaries\n     and affiliates, agree to and do hereby irrevocably and unconditionally\n     release, acquit and forever discharge the Executive, his heirs, executors,\n     and administrators (hereinafter collectively referred to as the 'Executive\n     Releasees'), with respect to and from any and all charges, complaints,\n     claims, liabilities, obligations, promises, agreements, controversies,\n     damages, remedies, actions, causes of action, suits, rights, demands,\n     costs, losses, debts and expenses of any kind whatsoever, known or unknown,\n     whether in law or equity and whether arising under federal, state or local\n     law for, upon, or by reason or, any matter, course or thing whatsoever from\n     the beginning of the world until the date of the execution of this Release\n     relating to the Executive's employment with the Company and its\n     subsidiaries and affiliates; provided, however, that nothing herein shall\n     release the Executive from the obligations or restrictions arising under or\n     referred to or described in Section 8 of the Employment Agreement between\n     the Company and the Executive dated as of August __, 1999 (the 'Employment\n     Agreement'), or impair the right or ability of the Company to enforce such\n     provisions in accordance with the terms of the Employment Agreement. All\n     claims released by the undersigned pursuant to this Release shall\n     collectively be referred to herein as the 'Released Company Claims.'\n     Notwithstanding the foregoing, in no event shall the Released Company\n     Claims include any claims involving fraud, or willful misconduct with\n     respect to the Company on the part of the Executive, which fraud or willful\n     misconduct is not known to an Officer of the Company as of August __, 1999.\n\n2.   Bar. The Company, on its own behalf and on behalf of its subsidiaries and\n     affiliates, acknowledge and agree that if they should hererafter make any\n     claim or demand or commence or threaten to commence any action, claim or\n     proceeding against the Executive Releasees with respect to any cause,\n     matter or thing which is the subject of Paragraph 1 of this Release, this\n     Release may be raised as a complete bar to any such action, claim or\n     proceeding, and the applicable Executive Releasees may recover from the\n     Company, its subsidiaries and affiliates all costs incurred in connecction\n     with such action, claim or proceeding, including attorneys' fees.\n\n3.   Governing Law. This Release shall be governed by and construed in\n     accordance with the laws of the State of Rhode Island.\n\n4.   Successors. This Release shall be binding upon the Company, its\n     subsidiaries and affiliates and their successors and assigns.\n\n\n                                                                              13\n\n\n5.   Counterparts. This Release may be executed by the parties hereto in\n     counterparts, which taken together shall be deemed one original.\n\n     IN WITNESS WHEREOF, this Release has been executed on behalf of each of\nthe Company and the Executive on this ___ day of __________, ____.\n\n\n\n                                          ------------------------------\n                                          David L. Eyles\n\n\n\n\n                                          FLEET FINANCIAL GROUP, INC.\n\n\n\n                                          ------------------------------\n                                       By:\n\n                                       Title:\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":[9539,9544],"class_list":["post-39146","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__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39146","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=39146"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39146"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39146"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39146"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}