{"id":39150,"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-robert-j.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-fleet-financial-group-inc-and-robert-j","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-fleet-financial-group-inc-and-robert-j.html","title":{"rendered":"Employment Agreement &#8211; Fleet Financial Group Inc. and Robert J. Higgins"},"content":{"rendered":"<pre>\n                                                        M. Anne Szostak\n[Fleet Financial Group, Inc. Letterhead]                Executive Vice President\n\n                                                        Fleet Financial Group\n\n                                                        Mail Stop: MA OF D36A\n                                                        One Federal Street\n                                                        Boston, MA 02110\n                                                        617-346-0118\n                                                        Fax 617-346-4740\n\n                            September 7, 1999\n\nDear Mr. Higgins:\n\n      This letter serves to confirm the terms of your continued employment with\nFleet Financial Group, Inc. following the consummation of Fleet's merger with\nBankBoston Corporation (the 'Merger'). The terms described herein are contingent\non the consummation of the Merger.\n\n      You will serve as President, Commercial and Regional Banking, reporting to\nChad Gifford. Your duties, responsibilities and authority shall include\nmanagement of the Company's middle market and small business banking, asset\nbased lending and leasing activities, cash management, community development and\nretail banking business, with such immaterial changes as shall be made thereto\nfrom time to time or such other changes as to which you agree. While employed,\nyou will also be nominated to serve as a member of the Fleet Boston Board of\nDirectors and as a member of its Executive Committee through December 31, 2002.\n\n      While employed, you will receive a minimum annual base salary of $800,000\nand a minimum annual bonus in each year of 70% of the bonus paid to Fleet\nBoston's Chief Executive Officer for such year during the period 1999 through\nDecember 31, 2002. You will also receive a grant of 300,000 shares of Fleet\nBoston performance based restricted stock and an option to acquire 200,000\nshares of Fleet Boston common stock, in each case effective upon consummation of\nthe Merger; and while you are still employed, additional option grants of\n200,000 each on the first and second anniversaries of the Merger (all being\nsubject to appropriate adjustment in the event of stock\/reverse stock splits or\nsimilar restructurings). The restricted stock and option grants will be on the\nterms and substantially in the form provided to you herewith.\n\n      In the event your employment is terminated by the Company without Cause or\nby you for Good Reason (as such terms are defined in your Amended and Restated\nChange of Control Agreement, dated as of October 15, 1997 ('the Change of\nControl Agreement'), assuming that the date of the consummation of the Merger\nwas the Effective Date under the Change of Control Agreement, but with duties,\nresponsibilities and authority as set forth herein) at any time up to and\nincluding December 31, 2002, you will be entitled to salary continuation\npayments for two years (the 'severance period') and a pro rata bonus for the\nyear of termination (based on 70% of the CEO's bonus for the prior year),\ntogether with such other benefits as may be provided pursuant to the terms of\nsuch other plans and programs in which you may participate, including\n\n\n\nimmediate vesting of any of the options described above which have been granted\n(with you deemed employed at least through January 1, 2003 for purposes of\nmeasuring any post termination exercise period), as well as lapsing of\nrestrictions on the restricted stock grants also described above. Your\nentitlement to pension benefits, perquisites and other benefits are unaffected\nby this letter, except as provided below. Furthermore, during the severance\nperiod, you will continue to be an employee for purposes of the Company's\nwelfare, retirement, deferred compensation and stock incentive and other equity\nplans (but without entitlement to additional awards under such incentive plan),\nand thereafter as a 'retiree' under said plans; except if you shall obtain other\nemployment with comparable health insurance then your health insurance benefits\nwith the Company shall terminate. Notwithstanding the above, the severance\nperiod shall terminate (except with respect to service and age credit to your\nqualified and nonqualified retirement plans), if you shall commence employment\nin a senior management position with one of the following competitors or their\nsubsidiaries: Citizens Bancorp, Bank of New York Corp., Citicorp., or Chase\nManhattan Corp. In addition, your salary continuation payments will be\nconditioned upon your delivering to the Company a release (in a form reasonably\nsatisfactory to the Company) of all claims you may have against the Company with\nregard to discrimination or any other violation of law by the Company in\nterminating you in accordance herewith.\n\n      Your Change of Control Agreement will remain in full force and effect in\naccordance with its terms during your employment and the severance period,\nexcept that salary continuation or bonus you receive hereunder as severance will\nbe applied as a credit against salary or bonus payments, respectively, to which\nyou might otherwise be entitled under the Change of Control Agreement in the\nevent of a Change of Control of Fleet Boston, and in no case shall you receive\nthereunder on a payment (or benefit) by payment (or benefit) basis less than you\nreceive hereunder both during the Change of Control period and as a result of\nany termination (in such case each type of payment or benefit being compared\nseparately). A similar approach shall be applied with regard to any other\nseverance program(s) of the Company as to which program(s) you are eligible; the\nintent of this paragraph being that you will not receive duplicate benefits;\nbut, rather, the higher of each type of payment or benefit under this letter and\nthe Change of Control Agreement or such other program(s), as the case may be.\n\n      If the foregoing is in accordance with our understanding, please sign and\nreturn a copy of this letter.\n\n                                       Very truly yours,\n\n                                       Fleet Financial Group, Inc.\n\n\n                                       By: \/s\/ M. Anne Szostak\n                                           -------------------------------------\n\nAgreed:\n\n      \/s\/ Robert J. Higgins\n----------------------------------\nRobert J. Higgins\n\n\n                                      -2-\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-39150","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\/39150","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=39150"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39150"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39150"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39150"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}