{"id":39151,"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-terrence.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-fleet-financial-group-inc-and-terrence","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-fleet-financial-group-inc-and-terrence.html","title":{"rendered":"Employment Agreement &#8211; Fleet Financial Group inc. and Terrence Murray"},"content":{"rendered":"<pre>                                    AGREEMENT\n\n      AGREEMENT by and between FLEET FINANCIAL GROUP, INC., a Rhode Island\ncorporation (the 'Company'), and TERRENCE MURRAY (the 'Executive'), dated as of\nDecember 17, 1997.\n\n      WHEREAS, the Board of Directors of the Company (the 'Board') has\ndetermined that it is in the best interests of the Company and its stockholders\nfor the Company to enter into this Agreement as part of a retention strategy for\nthe Executive and in recognition of his invaluable contributions to the\nCompany's success in developing, implementing and managing the strategy of\ngrowth and diversification.\n\n      NOW THEREFORE, the Company and the Executive agree as follows:\n\n      1. Relationship to Restated Agreement. The Company and the Executive have\nentered into a certain Amended and Restated Agreement dated as of the 15th day\nof October, 1997 (the 'Restated Agreement'), a copy of which is attached hereto.\nThis Agreement does not replace the Restated Agreement (or any other agreements\nbetween the Company and the Executive). All provisions of the Restated Agreement\nwill continue in full force and effect, in accordance with their terms.\n\n      2. Retirement Stock Units.\n\n      (a) Award. The Company hereby makes an immediate award of 825,000\nRetirement Stock Units (individually an 'RSU' and collectively the 'RSUs') to\nthe Executive. Following exercise as provided herein, each RSU evidences a right\nto receive a cash payment equal to the RSU's Exercise Value. The 'Exercise\nValue' of an RSU is the difference between its Award Value and its Termination\nValue. The 'Award Value' is $74.03, the average price of one share of Company\ncommon stock on December 17, 1997, and the 'Termination Value' of an RSU is the\naverage price of one share of Company common stock on the date of exercise of\nsuch RSU.\n\n            The number of RSU's awarded hereunder and the Award Value will be\nappropriately adjusted to reflect any increase or decrease in the number of\nissued shares of common stock of the Company resulting from subdivision or\nconsolidation of shares or other capital adjustments, payment of a stock\ndividend, or any other increase or decrease in the number of issued shares\neffected without the receipt of consideration by the Company.\n\n      (b) Vesting. The Executive will be vested in RSU's awarded hereunder only\nin accordance with the provisions of this subsection (b).\n\n      (i) If the Executive is still an employee of the Company (or any of its\n      affiliates) on August 1, 2001, or if prior to August 1, 2001 the Executive\n      terminates employment with the Company because of involuntary termination\n      by the Company without Cause, the Executive will be fully vested in all\n      RSUs awarded hereunder.\n\n      (ii) If, prior to August 1, 2001, the Executive terminates employment with\n      the Company because of the Executive's death, Disability, or voluntary\n      termination of employment by the Executive for Good Reason, the Executive\n      shall be vested in a fraction of the total number of RSUs awarded. The\n      numerator of the fraction will be the number of days between December 17,\n      1997 and the date of the Executive's termination of employment, and the\n      denominator will\n\n\n                                       1\n\n\n      be 1323 (the total number of days between December 17, 1997 and August 1,\n      2001). Notwithstanding the foregoing, the Human Resources and Planning\n      Committee of the Board (the 'Committee', which shall include any successor\n      committee of the Board performing the functions of the Human Resources and\n      Planning Committee) may increase (but may not decrease) the number of RSUs\n      that are vested upon any such termination. \n\n      (iii) If, prior to August 1, 2001, the Executive terminates employment\n      with the Company because of involuntary termination by the Company for\n      Cause or voluntary termination of employment by the Executive without Good\n      Reason, the Executive will not be vested in any RSUs awarded, and all RSUs\n      awarded to the Executive hereunder will be forfeited. \n\n      (iv) If a Change-in-Control of the Company occurs prior to the termination\n      of the Executive's employment with the Company, all RSUs will immediately\n      become fully vested and will not thereafter be subject to forfeiture for\n      any reason. For this purpose, a 'Change-in-Control of the Company' has the\n      same definition as is found in Section 2 of the Restated Agreement (as in\n      effect on the date hereof). \n\n      (v) 'Cause' is defined as (A) an act or acts of personal dishonesty taken\n      by the Executive and intended to result in substantial personal enrichment\n      of the Executive at the expense of the Company, (B) repeated violations by\n      the Executive of the Executive's obligations under Section 4(a) of the\n      Restated Agreement (as in effect on the date hereof) which are\n      demonstrably willful and deliberate on the Executive's part and which are\n      not remedied in a reasonable period of time after receipt of written\n      notice from the Company, or (C) the conviction of the Executive of a\n      felony involving moral turpitude. No act or acts by the Executive\n      described in clause (A) or (B) of the preceding sentence will constitute\n      Cause unless so determined by the affirmative vote of 60% or more of the\n      members of Company's Board after the Executive has been provided with an\n      opportunity to present to the Board the Executive's formal explanation of\n      the act or acts at issue; and no such act or acts shall constitute Cause\n      if such conduct shall cease, and in the case of any funds obtained by the\n      Executive through acts described in such clause (A) such funds have been\n      restored to the Company, within 15 days after the Executive has received\n      written notice of the Board's determination. 'Good Reason' is defined as\n      (A) a material reduction in the Executive's base compensation, (B) the\n      Executive, by action of the Company, no longer holds the title and\n      exercises the duties and authorities of one of the following, Chairman,\n      Chief Executive Officer or President of the Company, or (C) a material\n      breach of this Agreement by the Company occurs and is not reversed within\n      15 days after written notice from the Executive to the Company.\n      'Disability' has the same definition as is found in Section 5(a) of the\n      Restated Agreement (as in effect on the date hereof); and the date of the\n      Executive's termination of\n\n\n                                       2\n\n\n      employment due to Disability hereunder will be the same as the 'Disability\n      Effective Date' as defined in such Section 5(a).\n\n      (c) Exercise and Payment of RSUs.\n\n      (i) Any vested RSUs may be exercised beginning on the date that such RSUs\n      vest and ending on a date one year after the Executive's termination of\n      employment with the Company (and all of its affiliates). Any vested RSUs\n      that have not previously been exercised will be deemed to have been\n      exercised on the business day coinciding with or next preceding the date\n      one year after the Executive's termination of employment with the Company\n      (and all of its affiliates) if the Exercise Value on such date is\n      positive; if the Exercise Value on such date is negative, the unexercised\n      RSUs will expire. RSUs must be exercised by either the Executive, or the\n      Executive's guardian or legal representative (in the event of the\n      Executive's incompetency), or the Executive's executor or administrator\n      (in the event of the Executive's death), or by any of the transferees\n      identified in subsection (d) next below ('Permitted Transferees') with\n      respect to any RSUs transferred to such a Permitted Transferee. \n\n      Vested RSUs will be exercised by signed written notice to the Company\n      stating the number of RSUs exercised and the date of exercise, which may\n      be any date not earlier than the date that such notice is filed with the\n      Company and not later than the date one year after the Executive's\n      termination of employment with the Company (and all of its affiliates).\n\n      (ii) Subject to subsection (iii) below, the amount payable in respect any\n      RSU exercised hereunder shall be payable in cash on the later of (A) a\n      date that is as soon as practicable after exercise or (B) the Executive's\n      62nd birthday. Notwithstanding the preceding sentence, the person holding\n      an RSU may elect that payment of such amount will either (A) be deferred\n      to a specified date or (B) be paid pursuant to a specified installment\n      schedule, provided that, to be effective, any such election must be made\n      at least one year before the date that payment would have been due under\n      the preceding sentence absent the election. The deferred payment date or\n      the last installment payment date cannot be later than 11 years from the\n      date payment would have been made had no deferral or installment schedule\n      election been made. Any such election must be in writing, signed by the\n      person holding the RSU, and filed with the Company. The amount payable in\n      respect of any exercised RSU shall, if not paid immediately, earn interest\n      starting on the day after the exercise date and ending on the day before\n      payment; such interest will be at the prime rate of Fleet National Bank\n      (or its successor) in effect from time to time. \n\n      If in connection with the exercise of RSUs the Executive or a Permitted\n      Transferee made a deferral or installment schedule election under the\n      preceding paragraph, and he incurs a serious financial hardship, such\n      person may apply to the Committee for an accelerated distribution of the\n      amount needed to alleviate the financial hardship. The Committee in its\n      discretion may approve such request, and the Company will then pay the\n      amount approved as soon as practicable. For this purpose, financial\n      hardship will be limited to unexpected and unreimbursed major expenses\n      resulting from illness or injury to person or casualty to property, or\n      other types of unforeseeable and unreimbursed major expenses that would\n      not normally be budgetable; financial hardship will not include\n      foreseeable expenses such as cost of purchase of a residence (including\n      down payment), college or university expenses, or similar expenses.\n\n      (iii) Notwithstanding subsection (ii), no amount will be payable in\n      respect of exercised RSUs at any time when the Executive is still an\n      employee of the Company (or any of its affiliates). If any payment in\n      respect of exercised RSUs that would otherwise be made hereunder is\n      prohibited by the preceding sentence, such payment will be made as soon as\n      practicable after the \n\n\n                                       3\n\n\n      Executive's termination of employment with the Company (and all of its\n      affiliates). Similarly, if the commencement of any series of installment\n      payments that would otherwise have started hereunder is so prohibited,\n      such installment payments will begin as soon as practicable after the\n      Executive's termination of employment with the Company (and all of its\n      affiliates) and will be paid over the length of time originally elected.\n\n      (d) Restrictions on Transferability of RSUs. The RSUs granted hereunder\nmay not be transferred or assigned by the Executive other than by will or the\nlaws of descent and distribution or by gratuitous transfer or assignment by the\nExecutive to any individual, trust or other entity that is a 'Permissible\nTransferee' as defined in the Company's policy on transferable stock options (as\nin effect from time to time). \n\n      (e) Noncompetition Covenant.\n\n      (i) The Executive agrees that, during the two year period immediately\n      following the Executive's termination of employment with the Company (and\n      all of its affiliates), the Executive will not, without the written\n      consent of the Company, provide substantial services (whether as an\n      employee, officer, director or consultant) to any business organization or\n      other entity that is a Competitor of the Company (or its affiliates). For\n      this purpose, a 'Competitor' means a national or regional bank or\n      financial services provider with significant national or regional market\n      share, that provides services or products that compete with services or\n      products provided by the Company (or its affiliates) in geographical areas\n      where the Company (or its affiliates) provides such services or products.\n      Thus, by way of illustration and not by way of limitation, the Executive's\n      performing substantial services for a small community bank after his\n      termination of employment from the Company (and its affiliates) would not\n      violate this noncompetition covenant. In addition, it will not be a\n      violation of this noncompetition covenant for the Executive to continue\n      serving as a member of any board of directors that the Executive is\n      serving on as of the date of the execution of this Agreement. \n\n      (ii) The Company's sole remedies if the Executive violates the foregoing\n      subsection (i) will be (A) the forfeiture by the Executive of all\n      unexercised RSUs and the forfeiture of any unpaid amounts in respect of\n      exercised RSUs and\/or (B) the Company's seeking and enforcing an order\n      from a court of competent jurisdiction, which order compels the\n      Executive's specific performance of the Executive's obligations under such\n      subsection (i) but which does not require payment of monetary damages or\n      penalties by the Executive (other than monetary penalties that may be\n      assessed by the court against the Executive for contempt in disobeying\n      such a court order). No such forfeiture will occur or such an order sought\n      by the Company until the Executive has been provided with written notice,\n      authorized by the Board, of the conduct alleged to have violated\n      subsection (i) and the alleged conduct continues for more than 15 days\n      after receipt of such written notice by the Executive. No such notice will\n      be authorized by the Board until the Executive has been provided with an\n      opportunity to be heard by the Board concerning such alleged violation and\n      a 60% majority of the Board has voted in favor of authorizing such notice.\n\n      (iii) Notwithstanding subsections (i) and (ii) above, this subsection (f)\n      shall immediately terminate and shall have no further effect upon the\n      occurrence in Change-in-Control of the Company.\n\n      (f) Other Compensation. The Executive acknowledges that the RSUs awarded\nherein are \n\n\n                                       4\n\n\nintended to replace any and all stock options that would or might have been\nawarded to the Executive after December 17, 1997. Except as specified in the\npreceding sentence, it is intended that award of RSUs, and the Company's\nacquisition and maintenance of a life insurance policy under Section 3, shall\nnot replace or supersede any compensation or benefits to which Executive is\nentitled, under the Restated Agreement or otherwise, or preclude the Board in\nits discretion from awarding other forms or amounts of compensation to\nExecutive.\n\n      (g) Nature of Company's Obligation. Nothing in this Agreement will be\nconstrued to create a trust or to obligate the Company to segregate a fund,\npurchase an insurance contract or other investment, or in any other way\ncurrently to fund the future payment of amounts due in respect of RSUs. The\nrights of the Executive or any other person to the payment of amounts in respect\nof RSUs hereunder will be solely those of a general, unsecured creditor of the\nCompany.\n\n      Notwithstanding the preceding paragraph, the Company may establish a trust\nof which it is treated as the owner under Section 671 of the Internal Revenue\nCode (a 'Grantor Trust') (or may utilize an existing such trust established by\nthe Company) for the payment of amounts due in respect of RSUs, subject to such\nterms and conditions as the Company may deem necessary or advisable to insure\nthat benefits are not includible, by reason of such Grantor Trust, in the\ntaxable income of the Executive or other recipient before actual payment, and\nthat the existence of the trust does not cause the benefits provided by this\nSection 2 of the Agreement to be considered funded for purposes of Title I of\nthe Employee Retirement Income Security Act of 1974, as amended ('ERISA').\nHowever, in the event of a Change-in-Control of the Company, the Company will\nestablish a Grantor Trust (or utilize an existing such trust) to fund the\npayment of amounts due in respect of RSUs hereunder (subject to the claims of\nthe Company's creditors). The Company will contribute to such trust an amount\nequal to the sum of (A) the Exercise Value of all unexercised RSUs as if the\ndate of the Change-in-Control of the Company were the date of exercise of all\nsuch unexercised RSUs, and (B) the amount payable in respect of all exercised\nRSUs as if the date of the Change-In-Control of the Company were the date for\npayment. On a periodic basis thereafter (not less frequently than quarterly),\nthe Company will redetermine the contribution amount called for under the\npreceding sentence as if the redetermination date were a Change-in Control of\nthe Company, and will contribute an amount equal to the increase (if any)\nbetween the amount as so redetermined and the amount determined as of the\noriginal Change-in-Control of the Company or the most recent previous\nredetermination.\n\n\n                                       5\n\n\n      3. Split Dollar Life Insurance Policy.\n\n      (a) Acquisition and Premium Payment. As soon as practicable after the date\nof this Agreement, the Company will acquire a life insurance policy (the\n'Policy') providing a death benefit of at least the Death Benefit described\nbelow upon the death of the survivor of the Executive or the Executive's wife,\nSuzanne Murray (his 'Wife'). The Company will select a reputable and financially\nsound insurance company or companies to issue the Policy (if the Company selects\nmore than one insurance company to issue a life insurance contract pursuant to\nthe requirements of this subsection (a), all such life insurance contracts are\nreferred to collectively as the Policy herein). When the Policy is acquired, an\nattachment identifying the Policy will be attached to this Agreement. The\nCompany will pay all premiums necessary to acquire the Policy and maintain it in\nforce, and will if requested provide evidence of such payment to the Executive.\nUnless pursuant to subsection (b) next below the Executive's vested interest is\nreduced to zero, the Company shall be unconditionally obligated to pay premiums\nfor the Policy when due in order to keep the Policy in force. Except as\nspecifically provided in subsection (b)(i) below, the requirements of this\nSection 3 shall not be subject to, or conditioned upon, the Executive's\nperformance under this Agreement. Further, the Company's obligation to pay\npremiums shall not be subject to any right of setoff or counterclaim that the\nCompany may have, for any reason, against the Executive.\n\n      The 'Death Benefit' shall equal:\n\n            (i)   $20 million; plus\n\n            (ii)  An additional $25 million in the event that the Death Benefit\n                  is includable in the estate of the Executive or his Wife for\n                  federal estate tax purposes as a result of the Executive and\n                  his Wife both dying within three years after the Executive has\n                  irrevocably assigned his rights under this Section 3 pursuant\n                  to subsection (g) below, but only on the following conditions:\n\n                  (A)   The Company is able to obtain insurance coverage for\n                        this three year period in such additional amount, by\n                        rider or otherwise. The Company will use its best\n                        efforts to obtain such coverage. For this purpose, 'best\n                        efforts' does not impose or imply any cap on the amount\n                        the Company will pay as an additional premium for such\n                        coverage; and\n\n                  (B)   The Executive completes such an irrevocable assignment\n                        within ten business days after the day he receives\n                        notice that the Policy has been delivered to the\n                        Company.\n\n      (b) Vesting.\n\n            (i) If prior to August 1, 2001, the Executive voluntarily terminates\n      employment with the Company (and all of its affiliates) without Good\n      Reason or the Executive is terminated by the Company for Cause, the\n      Executive's vested interest in the Death Benefit will equal zero.\n\n            (ii) If the Executive continues in the employment of the Company (or\n      any of its\n\n\n                                       6\n\n\n      affiliates) until August 1, 2001, or if prior to that date either the\n      Executive terminates employment with the Company due to death or\n      Disability or for Good Reason, or the Executive's employment is terminated\n      by the Company without Cause, or a Change-in-Control of the Company\n      occurs, the Executive's vested interest will be the right to payment of\n      the Death Benefit under the Policy upon the death of the survivor of the\n      Executive and his Wife.\n\n      (c) Company's Ownership Interest. The Company will be the owner of record\nof the Policy and will endorse the right to designate the beneficiary (and\ncontingent beneficiary) of and the settlement option for payment of the Death\nBenefit to the Executive or the Executive's assignee. The Company agrees to\ncomplete, execute and file with the issuer of the Policy such forms of\nendorsement, designation of beneficiary or other documentation necessary to\neffectuate such endorsement as to the portion of the Policy death benefit equal\nto the Death Benefit (subject to the provisions of this Agreement). Unless the\nExecutive has irrevocably assigned his interest under the Policy, the Executive\nwill have the right to designate the beneficiary or beneficiaries and the\nsettlement option for payment of such death benefits. The Company shall have\nsole ownership interest in that portion of the Policy's death benefit that is in\nexcess of the amount endorsed to the Executive's beneficiary or the beneficiary\nof the Executive's assignee hereunder.\n\n      Except as provided herein, the Company may exercise all ownership rights\nunder the Policy. Unless the vested amount of death benefit becomes zero in\naccordance with subsection (b)(i) next above, the Company will not exercise\nownership rights in a way that will or could result in the reduction of the\ndeath benefits payable upon the death of the survivor of Executive or his Wife\nto the Executive's beneficiary or to Executive's assignee's beneficiary below\nthe Death Benefit. In addition, the Company will not sell, assign, transfer,\nsurrender or cancel the Policy, or take any other action with respect to the\nPolicy that would be inconsistent with the Company's obligations under this\nSection 3 or that could reasonably be expected to jeopardize the payment of the\nDeath Benefit to the Executive's beneficiary or the Executive's assignee's\nbeneficiary hereunder (subject to the subsection (b)(i) above).\n\n      (d) Tax Gross-Up Payments. The Company will pay to the Executive (or his\nWife or, if applicable, his or her estate or any trust or other assignee of the\nExecutive's right, title and interest pursuant to subsection (g) below) each\nyear an amount equal to (i) the federal and (if applicable) state income taxes\nowed by such taxpayer on the imputed income under applicable tax rules generated\nby the Company's payment of premiums with respect to the Policy, (ii) any\nfederal and (if applicable) state income taxes owed as a result of the payments\nunder this subsection (d).\n\n      (e) Purchase of Policy. If the Executive terminates employment with the\nCompany (and all its affiliates) as described in subsection (b)(i) above, the\nExecutive (or the assignee of the Executive's interest) will for a period of 60\ndays after the date of such termination have the right to purchase the Policy\nfrom the Company. The purchase price for the Policy will be the amount of the\npremium payments made by the Company hereunder, reduced by any dividends or loan\nproceeds received by the Company under the Policy, with interest on such\nadvanced amount at the prime rate of Fleet National Bank (or its successor) in\neffect from time to time. Upon receipt of such purchase price, the Company shall\ntransfer all of its right, title and interest in and to the Policy to the\nExecutive (or his assignee) by the execution and delivery of an appropriate\ninstrument of transfer.\n\n      If the Executive (or his assignee) fails to exercise such right to\npurchase within such 60-day period, then the Company may exercise all of its\nownership rights in the Policy in its unfettered\n\n\n                                       7\n\n\ndiscretion, including but not limited to the right to surrender the Policy, and\nneither the Executive or his assignee shall have any further interest in and to\nthe Policy under this Agreement.\n\n      (f) Insurer Not a Party. The insurance company issuing the Policy shall be\nfully discharged from its obligations under the Policy by payment of the Policy\ndeath benefit to the beneficiary or beneficiaries named in the Policy, subject\nto the terms and conditions of the Policy (including any endorsement thereon\nfiled with the insurance company). In no event shall the insurance company be\nconsidered a party to this Agreement, or any modification or amendment hereof.\n\n      (g) Assignment by Executive. Notwithstanding any provision hereof to the\ncontrary, the Executive shall have the right absolutely and irrevocably to\nassign by gift all of his right, title and interest under this Section 3 of the\nAgreement. This right shall be exercisable by the execution and delivery to the\nCompany of a written assignment. Upon receipt of such written assignment\nexecuted by the Executive, the Company shall thereafter treat the Executive's\nassignee as the sole owner of all of the Executive's right, title and interest\nunder Section 3 of this Agreement and in and to the Policy. Thereafter, the\nExecutive shall have no right, title or interest under Section 3 of this\nAgreement or the Policy, all such rights being vested in and exercisable only by\nsuch assignee.\n\n      (h) ERISA matters. The provisions of this subsection (h) shall apply only\nif and to the extent that it is determined that the benefits provided under this\nSection 3 constitute an employee welfare benefit plan for purposes of ERISA.\n\n            (i) The Company is hereby designated as the named fiduciary under\n      this Section 3. The named fiduciary shall have authority to control and\n      manage the operation and administration of this Section 3, and it shall be\n      responsible for establishing and carrying out a funding policy and method\n      consistent with the objectives of this Section 3.\n\n            (ii) Any claim for a benefit under this Section 3 will be reviewed\n      and determined under procedures that satisfy the applicable requirements\n      of ERISA and regulations thereunder for the determination of claims.\n\n      4. Miscellaneous.\n\n      (a) Tax Gross Up. In the event that, as a result of the vesting of RSUs in\naccordance with Section 2 or the vesting of the Executive's interest in the\nPolicy in accordance with Section 3 in connection with a Change-in-Control of\nthe Company, it is determined that any payment in respect of such RSUs or any\namount in respect of the Policy is subject to any excise tax under Sections 280G\nand 4999 of the Internal Revenue Code, such payment or amount will be treated as\na 'Payment' under Section 9 of the Restated Agreement (which Section 9, as in\neffect on the date hereof, is incorporated herein by reference, but only with\nrespect to any payment or amount that is treated as a 'Payment' under this\nsubsection (a), and provided that such incorporation by reference will not\nresult in any duplication of Gross-up Payments if both this Agreement and the\nRestated Agreement are in effect\n\n\n                                       8\n\n\nwhen a Change-in-Control of the Company occurs), and the Executive shall be\nentitled to receive a 'Gross-up Payment' in accordance with such Section 9.\n\n      (b) Binding on Successors. This Agreement shall be binding upon, shall\ninure to the benefit of, and shall be enforceable by the Company and its\nsuccessors and assigns and the Executive, the Executive's heirs, executors,\nadministrators, and permitted assigns.\n\n            The Company will require any successor (whether direct or indirect,\nby purchase, merger, consolidation or otherwise) to all or substantially all of\nthe business and\/or assets of the Company expressly to assume and agree to\nperform this Agreement in the same manner and to the same extent that the\nCompany would be required to perform it if no such succession had taken place.\nAs used in this Agreement, 'Company' shall mean the Company as hereinbefore\ndefined and any successor to its business and\/or assets as aforesaid which\nassumes and agrees to perform this Agreement by operation of law, or otherwise.\n\n      (c) Tax Withholding. The Company will withhold (or cause to be withheld)\nfrom any payment due hereunder all taxes required by law to be withheld, and any\namounts specified for payment under this Agreement will be reduced by all such\nrequired tax withholdings.\n\n      (d) No Assignment. Except as specifically provided for hereunder, neither\nthe Executive nor any beneficiary or Permitted Transferee will have any power or\nright to transfer, assign, anticipate or otherwise encumber any benefit or\namount payable under this Agreement, nor shall any such benefit or amount\npayable be subject to seizure or attachment by any creditor of the Executive or\na beneficiary or Permitted Transferee, or to any other legal, equitable or other\nprocess, or be liable for, or subject to, the debts, liabilities or other\nobligations of the Executive or any beneficiary or Permitted Transferee, except\nas may otherwise be required by law.\n\n      The Executive's obligations hereunder are personal and shall not be\nassigned by the Executive.\n\n      (e) Attorneys' Fees. The Company agrees to pay the Executive's reasonable\nattorneys' fees if the Executive, in the Executive's reasonable judgment,\ndetermines that it is necessary to engage counsel to represent the Executive in\nprotecting the Executive's rights (or those of an assignee of Executive) under\nthis Agreement. The Company further agrees that its obligations under this\nsubsection (e) are additional contractual obligations to the Executive (in\naccordance with their terms) and the Company will pay the Executive's reasonable\nattorneys' fees as required by this subsection (e) even if the benefit in\ndispute is one that is determined to be subject to ERISA, and the Company also\nagrees that it will not in such a circumstance assert that its obligations under\nthis subsection (e) are preempted by ERISA.\n\n      (f) Surviving Provisions. The parties intend that this Agreement shall be\nenforceable as written. However, if any portion or provision of this Agreement\nis declared illegal or unenforceable to any extent by a court of competent\njurisdiction, if is intended that the remainder of this Agreement will not be\naffected thereby and that each portion and provision of this Agreement will be\nvalid and enforceable to the fullest extent permitted by law.\n\n\n                                       9\n\n\n      (g) Notices. All notices and communications required or permitted to be\ngiven hereunder shall be given by delivering the same in hand, by mailing the\nsame by certified or registered mail, return receipt requested, postage prepaid,\nor by prepaid overnight carrier, as follows:\n\n            If to the Company:\n\n            Fleet Financial Group, Inc.\n            One Federal Street\n            Boston, MA  02110\n            Attn:  William C. Mutterperl, Esq.\n\n            If to the Executive:\n\n            Terrence Murray\n            274 Benefit Street\n            Providence, RI  02903\n\nor to such other address as either party shall have furnished to the other party\nin writing in accordance with this subsection.\n\n      (h) Captions and Headings; Definitions. All captions and headings in this\nAgreement are intended solely for the convenience of the parties, and shall not\naffect the meaning or construction of any provision hereof.\n\n      Any term defined in any section of this Agreement will have the same\nmeaning when used anywhere else in this Agreement unless expressly provided\notherwise.\n\n      (i) Amendment. This Agreement may not be amended, altered or modified,\nexcept by a written instrument signed by the parties hereto, or their respective\nsuccessors or assigns.\n\n      (j) Controlling Law. This Agreement shall be construed under and governed\nin all respects by the law of the State of Rhode Island, without reference to\nprinciples of conflicts of laws.\n\n      IN WITNESS WHEREOF, the Company has caused this Agreement to be executed\nby its duly authorized officer and the Executive has executed this Agreement.\n\n                                    FLEET FINANCIAL GROUP, INC.\n\n\n                                    By: \/s\/ William C. Mutterperl\n                                        -------------------------------\n\n\n\n                                    \/s\/ Terrence Murray\n                                    -----------------------------------\n                                    Terrence Murray\n\n\n                                       10\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-39151","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\/39151","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=39151"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39151"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39151"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39151"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}