{"id":39152,"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-fleetboston-financial-corp-and-m-anne.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-fleetboston-financial-corp-and-m-anne","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-fleetboston-financial-corp-and-m-anne.html","title":{"rendered":"Employment Agreement &#8211; FleetBoston Financial Corp. and M. Anne Szostak"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n         AGREEMENT by and between FleetBoston Financial Corporation, a Rhode\nIsland corporation (\"Fleet\" or the \"Company\") and M. Anne Szostak (the\n\"Executive\") dated as of the 3rd day of March 2000 (the \"Effective Date\").\n\n         NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:\n\n         1. EMPLOYMENT PERIOD. Fleet hereby agrees to employ the Executive, and\nthe Executive hereby agrees to remain in the employ of Fleet subject to the\nterms and conditions of this Agreement, for the period commencing on the date\nhereof and ending on December 31, 2003 (the \"Employment Period\").\n\n         2. TERMS OF EMPLOYMENT. (a) POSITION AND DUTIES. (i) During the\nEmployment Period, the Executive shall serve as Executive Vice President,\nDirector of Human Resources, reporting directly to the Vice Chairman and Chief\nAdministrative Officer, with appropriate authority, duties and responsibilities,\nor in such other capacity of equal or greater responsibility, or other reporting\nrelationship, as the Executive and Fleet shall agree. The Executive shall be\nlocated in Boston, Massachusetts.\n\n                           (ii) During the Employment Period, and excluding any\nperiods of vacation and sick leave to which the Executive is entitled, the\nExecutive agrees to devote substantially all of her attention and time during\nnormal business hours to the business and affairs of Fleet and to the extent\nnecessary to discharge the responsibilities assigned to the Executive hereunder.\nThe foregoing shall not limit the Executive from being involved in personal\ninvestment, charitable and for-profit Board activities at a level commensurate\nwith her current level, subject to Company policy on new Board activities.\n\n                  (b) COMPENSATION. (i) BASE SALARY. During the Employment\nPeriod, the Executive shall receive an annual base salary (\"Annual Base Salary\")\nof no less than $400,000. The Executive's Annual Base Salary shall be reviewed\nat least annually. Any further increase in the Executive's Annual Base Salary\nshall not serve to limit or reduce any other obligation to the Executive under\nthis Agreement. Annual Base Salary shall not be reduced after any such increase\nand the term Annual Base Salary as utilized in this Agreement shall refer to the\nAnnual Base Salary as so increased. As used in this Agreement, the term\n\"affiliated companies\" shall include any company controlled by, controlling or\nunder common control with Fleet.\n\n                           (ii) ANNUAL BONUS. The Executive shall be entitled to\nreceive an annual bonus with respect to calendar year 2000 of not less than\n$1,000,000, subject to the Executive's rights of deferral, which will be paid in\nFebruary 2001.\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 her estate shall be entitled to receive a pro rated bonus for that calendar\nyear.\n   2\n         The amount of the pro rated bonus shall be the product of (i) a\nfraction, the numerator of which is the number of days elapsed in the applicable\nyear, and the denominator of which is 365, multiplied by (ii) $1,000,000, or, if\nhigher, the bonus earned for any calendar year during the Employment Period,\nwhether or not such annual bonus has been paid.\n\n                           (iii) OTHER EMPLOYEE BENEFIT PLANS. During the\nEmployment Period, (w) the Executive shall participate in all applicable savings\nand retirement plans, practices, policies and programs of the Company on a basis\nnot less favorable than provided to similarly situated senior executives of the\nCompany; (x) the Executive shall be eligible to participate in short-term\nincentive compensation plans and long-term incentive plans of the Company (the\nlatter to consist of plans offering stock options, restricted stock and or other\nlong-term incentive compensation); (y) the Executive and\/or the Executive's\neligible dependents, as the case may be, shall be eligible for participation in,\nand shall receive all benefits under, all applicable welfare benefit plans,\npractices, policies and programs provided by the Company, including without\nlimitation, medical, prescription, dental, disability, salary continuance,\nemployee life insurance, group life insurance, accidental death and travel\naccident insurance plans and programs, on the same basis and subject to the same\nterms, conditions, cost-sharing requirements and the like as similarly situated\nsenior executives of the Company; and (z) the Executive shall be entitled to\nreceive fringe benefits on a basis not less favorable than provided to similarly\nsituated senior executive officers of the Company.\n\n         Upon the Effective Date of this Agreement, the Executive will be\ngranted 100,000 stock options (the \"Options\"). The Options will vest in equal\none-third increments beginning on the first anniversary of the date of grant and\nwill be subject to the terms and provisions of the underlying stock option\nagreement.\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 Options, to the\nextent then unvested, to become immediately and fully vested and, the Executive\nwill be deemed to be \"retirement eligible\" for purposes of any post-termination\nexercise period.\n\n                           (iv) RETIREMENT BENEFITS. If the Executive's\nemployment is terminated by Fleet without Cause (as defined in Section 3 (b)),\nincluding by reason of death or disability of the Executive, or by the Executive\nwith Good Reason (as defined in Section 3 (c)), at any time during the\nEmployment Period or the Date of Termination occurs by reason of the expiration\nof the Employment Period on December 31, 2003, the Executive shall be deemed to\nhave met the \"rule of 85\" for purposes of the calculation of the Executive's\nretirement benefit. The retirement benefit shall be inclusive of the amounts\npayable to the Executive or her survivor under any qualified or nonqualified\ndefined benefit pension plan or cash balance plan of Fleet, its predecessors or\ntheir respective affiliates (collectively, the \"Company Retirement Plans\") and\nany additional amounts payable under the Fleet Supplemental Executive Retirement\nPlan. \n\n\n                                                                               2\n   3\n                           (v) INDEMNIFICATION\/D &amp; O INSURANCE. The Executive\nshall be entitled to indemnification with respect to the performance of her\nduties hereunder, and directors' and officers' liability insurance, on the same\nterms and conditions as generally available to peer executives of Fleet. The\nCompany's obligations under this Section 2 (b) (v) shall survive the termination\nof the Employment Period and this Agreement in accordance with the applicable\nindemnity policy and directors' and officers' liability insurance of Fleet\nmaintained by the 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 her 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\nher 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\nduring the Employment Period for Cause. For purposes of this Agreement, \"Cause\"\nshall mean:\n\n                           (i) the willful and continued failure of the\nExecutive to perform substantially the Executive's duties with Fleet or one of\nits affiliates (other than any such failure resulting from incapacity due to\nphysical or mental illness), after a written demand for substantial performance\nis delivered to the Executive by the Board or the Chairman of Fleet, which\nspecifically identifies the manner in which the Board believes the Executive has\nnot substantially performed the Executive's duties; or\n\n                           (ii) the willful engaging by the Executive in illegal\nconduct or gross misconduct with regard to Fleet that is materially and\ndemonstrably injurious to the Company; or\n\n                           (iii) conviction of a felony (other than a traffic\nviolation) or a guilty or nolo contrendere plea by the Executive with respect\nthereto.\n\n         For purposes of this provision, no act or failure to act, on the part\nof the Executive shall be considered \"willful\" unless it is done, or omitted to\nbe done, 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 be\nconclusively 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\nby the Executive for Good Reason. For purposes of this Agreement, \"Good Reason\"\nshall mean:\n\n\n                                                                               3\n   4\n                           (i) a material breach by Fleet of a material term of\nthis Agreement, after Fleet has been given a reasonable opportunity to cure such\nbreach and has failed to do so; or\n\n                           (ii) any requirement by Fleet that the Executive's\nservices be rendered primarily at a location or locations other than Boston,\nMassachusetts or Providence, Rhode Island, or any requirement by Fleet that the\nExecutive relocate more than thirty-five miles from her current location; or\n\n                           (iii) the assignment to the Executive of any duties\nor responsibilities inconsistent in any respect with those customarily\nassociated with the position (including status, office, title and reporting\nrequirements) to be held by the Executive during the applicable period pursuant\nto this Agreement, the appointment of any other Executive to perform any of the\nduties or responsibilities customarily associated with the position to be held\nby the Executive during the applicable period pursuant to this Agreement, or any\nother action by Fleet that results in a diminution or other material adverse\nchange in the Executive's position, authority, duties or responsibilities, other\nthan an isolated, insubstantial and inadvertent action that is not taken in bad\nfaith and is remedied by Fleet promptly after receipt of notice thereof from the\nExecutive; or\n\n                           (iv) any failure by Fleet to comply with any\nprovision of Section 2 of this Agreement, other than an isolated, insubstantial\nand inadvertent failure that is not taken in bad faith and is remedied by Fleet\npromptly after receipt of notice thereof from the Executive; or\n\n                           (v) any termination of employment by the Executive\nduring calendar year 2003 for any reason.\n\n         For purposes of this Section 3(c) any good faith determination of Good\nReason made by the Executive shall be conclusive.\n\n                  (d) NOTICE OF TERMINATION. Any termination by Fleet 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 13 of\nthis Agreement. For purposes of this Agreement, a \"Notice of Termination\" means\na written notice which:\n\n                           (i) indicates the specific termination provision in\nthis Agreement relied upon;\n\n                           (ii) to the extent applicable, sets forth in\nreasonable detail the facts and circumstances claimed to provide a basis for\ntermination of the Executive's employment under the provision so indicated; and\n\n                           (iii) if the Date of Termination (as defined below)\nis other than the date of receipt of such notice, specifies the termination date\n(which date shall be not more than 30 days after the giving of such notice).\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 \n\n\n                                                                               4\n   5\nof the Executive or Fleet, respectively, hereunder or preclude the Executive or\nFleet, respectively, from asserting such fact or circumstance in enforcing the\nExecutive's or Fleet's rights hereunder.\n\n                  (e) DATE OF TERMINATION. \"Date of Termination\" means December\n31, 2003, or if earlier:\n\n                           (i) if the Executive's employment is terminated by\nFleet for Cause, or by the Executive for Good Reason, the date of receipt of the\nNotice of Termination or any later date specified therein within 30 days of such\nnotice, as the case may be;\n\n                           (ii) if the Executive's employment is terminated by\nFleet other than for Cause, or by Executive for other than Good Reason, the date\nas specified in the Company's notice to the Executive, or the Executive's notice\nto the Company, regarding such termination, as the case may be; or\n\n                           (iii) if the Executive's employment is terminated by\nreason of death or disability, the date as defined in Section 3(a) of this\nAgreement.\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, including for Good Reason as\ndefined in Section 3 (c) (v):\n\n                           (i) the Executive shall remain on Fleet's payroll and\ncontinue to be treated as an employee of Fleet until the end of the last day of\nthe twenty-fourth month following her Date of Termination (the \"Severance\nPeriod\") for purposes of payment of Annual Base Salary and participation in the\nCompany's welfare (other than long-term disability), retirement, deferred\ncompensation and stock incentive plans and other equity plans, except as may be\nseparately provided for in this Agreement, and thereafter as a \"retiree\" under\nthem, provided further that the Executive shall remain eligible for additional\nawards under any of Fleet's stock incentive plans and further provided that the\nExecutive shall be entitled receive a pro rated bonus for the year of\ntermination of active employment in accordance with the provisions of Section 2\n(b) (ii) of this Agreement. In addition, the Executive shall be entitled to\nbenefits as outlined in Section 2 (b) (iii) and Section 2 (b) (iv). Further, the\ncontinuation of the Executive on Fleet's payroll shall not prevent her from\ncommencing employment with another employer;\n\n                           (ii) in addition to the payment of the Annual Base\nSalary during the Severance Period under (i) above, for each twelve-month period\nduring the Severance Period, Fleet shall pay to the Executive an amount (the\n\"Bonus Amount\") equal to the highest annual bonus paid to the Executive during\nthe Employment Period (payable at the same time as the regular management bonus\nawards are paid, but in no event later than February 28 of each year), but in no\nevent shall the total of the Annual Base Salary and the Bonus Amount equal less\nthan $1.4 million for each twelve-month period during the Severance Period;\n\n\n                                                                               5\n   6\n                           (iii) to the extent not theretofore paid or provided,\nFleet shall timely pay or provide to the Executive any other amounts or benefits\nrequired to be paid or provided or which the Executive is eligible to receive\nunder any plan, program, or policy or practice or contract or agreement of Fleet\nand its affiliated companies through the Date of Termination (such other amounts\nand benefits shall be hereinafter referred to as the \"Other Benefits\");\n\n                           (iv) the Executive shall be deemed to have met the\n\"rule of 85\"under the Company Retirement Plans as set forth in Section 2(b)(iv)\nand distributions under said Company Retirement Plans will be governed by the\nunderlying plan documents except that to the extent permitted by the Company\nRetirement Plans, the Executive shall have the same election rights as to the\nform of benefits and commencement dates as if her Date of Termination was the\nend of the Severance Period; and\n\n                           (v) for purposes of distribution options under the\nExecutive Deferred Compensation Plan No. 2, the Executive will be treated as\nhaving attained age 55 and completed at least five years of continuous service.\n\n                  (b) If, during the Employment Period, Fleet shall terminate\nthe Executive's employment other than for Cause or the Executive shall terminate\nfor Good Reason, including Good Reason as defined in Section 3(c)(v), and the\nExecutive shall subsequently die during the Severance Period,\n\n                           (i) Fleet shall continue to pay to the Executive's\nestate the Annual Base Salary and Bonus Amount determined under Sections 4(a)(i)\nand 4(a)(ii) above during the remainder of the Severance Period;\n\n\n                           (ii) the Executive's spouse and eligible dependents\nshall remain eligible for participation in, and shall receive all benefits\nunder, all applicable welfare benefit plans, practices, policies and programs\nprovided by the Company from time to time, including without limitation medical,\nprescription and dental programs, during the remainder of the Severance Period;\nand\n\n\n                           (iii) subject to the third paragraph of Section\n2(b)(iii) regarding the Options, equity grants awarded prior to the Executive's\ndeath will be governed by the terms and conditions of the underlying restricted\nstock agreement or stock option agreement, as the case may be.\n\n                  (c) CAUSE; OTHER THAN FOR GOOD REASON; DEATH OR DISABILITY. If\nthe Executive's employment shall be terminated for Cause, or the Executive\nterminates her 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) her 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\n\n\n                                                                               6\n   7\ndisability plan in which the Executive participates, in each case to the extent\ntheretofore unpaid, (y) in the case of death or disability, her 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. In addition, in the case of\nthe Executive's death or disability, Fleet shall pay to the Executive or the\nExecutive's estate the amounts and benefits provided under Section 4 (b) with\nthe exception that the amounts and benefits under Section 4 (b) (i) and Section\n4 (b) (ii) will begin on the Date of Termination and will continue until the end\nof the last day of the twenty-fourth month following her Date of Termination.\n\n         5. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent\nor limit the Executive's continuing or future participation in any plan,\nprogram, policy or practice provided by Fleet or any of its affiliated companies\nfor which the Executive may qualify, nor shall anything in this Agreement limit\nor otherwise 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\nbecomes entitled to receive compensation and benefits payable in accordance with\nthe terms of an existing agreement (e.g., a change in control agreement or\nseverance agreement) to which the Executive and Fleet are parties, any\ncompensation and\/or benefits that shall be or become payable according to the\nterms and conditions of this Agreement will not be paid to the extent any\npayment is deemed duplicative. In the event of a change in control of Fleet, and\nto the extent the Executive becomes entitled to receive compensation and\nbenefits payable in accordance with the terms of the change in control agreement\nthen in effect, the basis for the determination of such compensation and\nbenefits shall be the base salary and the 2000 Annual Bonus (i.e., $1,000,000)\nor such higher base salary and\/or Annual Bonus as may be paid to the Executive\nduring the Employment Period\n\n         7. FULL SETTLEMENT. Fleet's obligation to make the payments provided\nfor in, and otherwise to perform its obligations under, this Agreement shall not\nbe affected by any set-off, counterclaim, recoupment, defense or other claim,\nright or action that Fleet may have against the Executive or others. In no event\nshall the Executive be obligated to seek other employment or take any other\naction by way of mitigation of the amounts payable to the Executive under any\nprovisions of this Agreement and such amounts shall not be reduced, regardless\nof whether the Executive obtains other employment.\n\n         8. CONFIDENTIAL INFORMATION. (a) The Executive shall hold in a\nfiduciary capacity for the benefit of Fleet all secret or confidential\ninformation, knowledge or data relating to Fleet or any of its affiliated\ncompanies and their respective businesses that the Executive obtains during the\nExecutive's employment by Fleet or any of its affiliated companies and that is\nnot public knowledge (other than by acts by the Executive or representatives of\nthe Executive in violation of this Agreement). After termination of the\nExecutive's employment with Fleet, the \n\n\n                                                                               7\n   8\nExecutive shall not, without the prior written consent of Fleet, or as may\notherwise be required by law or legal process, communicate or divulge any such\ninformation, knowledge or data to anyone other than Fleet and those designated\nby it.\n\n                  (b) In the event of a breach or a threatened breach of Section\n8(a), the Executive agrees that Fleet shall be entitled to injunctive relief in\na court 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\nAgreement shall have no effect on the continuing operation of Section 8.\n\n         9. MUTUAL RELEASES. On the Date of Termination, the Executive and Fleet\nagree to execute the releases attached as Exhibit A hereto. The Executive agrees\nthat her right to receive the benefits set forth in Section 4 are conditioned\nupon her executing and not revoking the release, provided Fleet delivers its\nreciprocal release.\n\n         10. INDEMNIFICATION; ATTORNEYS' FEES. The Company shall pay or\nindemnify the Executive to the full extent permitted by law and the by-laws of\nFleet for all expenses, costs, liabilities and legal fees which the Executive\nmay incur in the discharge of her duties hereunder. The Company also agrees to\npay, as incurred, to the fullest extent permitted by law, or indemnify the\nExecutive if such payment is not legally permitted, for all legal fees and\nexpenses that the Executive may in good faith incur as a result of any contest\nby the Company, the Executive or others of the validity or enforceability of or\nliability under, or otherwise involving, any provision of this Agreement,\ntogether with interest on any delayed payment at the applicable federal rate\nprovided for in Section 7872(f)(2)(A) of the Internal Revenue Code (the \"Code\").\n\n         11. SUCCESSORS. (a) This Agreement is personal to the Executive and\nwithout the prior written consent of Fleet shall not be assignable by the\nExecutive other than by will or the laws of descent and distribution, except\nthat upon the Executive's death after the Employment Period any amounts due\nhereunder shall be paid to her estate or beneficiary, as the case may be. If the\nExecutive shall die prior to the expiration of the Employment Period or, if\napplicable, the Severance Period, the Executive's estate shall be entitled to\nthe remaining payments and benefits as described in Section 4(b) and Section \n4(c), as the case may be. 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\nbinding upon Fleet and its successors and assigns.\n\n                  (c) Fleet 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 Fleet to assume expressly\nand to agree to perform this Agreement in the same manner and to the same extent\nthat Fleet would be required to perform it if no such succession had taken\nplace. As used in this Agreement, \"Company\" shall mean Fleet 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\n                                                                               8\n   9\n         12. ADDITIONAL PAYMENT. It is the intention of the parties hereto that\nno part of any payment or distribution hereunder will be treated as an \"excess\nparachute payment\" for purposes of the excise tax (the \"Excise Tax\") imposed\nunder section 4999 of the Internal Revenue Code of 1986, as amended (the\n\"Code\"). If, however, an Excise Tax is imposed upon any such payment or\ndistribution or any other payment or deemed payment made to the Executive, then\nthe Company shall make an additional payment to the Executive in accordance with\nthe terms and conditions set forth in Section 9 of an Amended and Restated\nAgreement dated as of October 15, 1997 between the Company and the Executive.\n\n         13. MISCELLANEOUS. (a) This Agreement shall be governed by and\nconstrued in accordance with the laws of the state of Rhode Island, without\nreference to principles of conflict of laws. The captions of this Agreement are\nnot part of the provisions hereof and shall have no force or effect. This\nAgreement may not be amended or modified otherwise than by a written agreement\nexecuted by the parties hereto or their respective successors and legal\nrepresentatives.\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\n\n                  If to Fleet:\n                  100 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\nthis Agreement shall not affect the validity or enforceability of any other\nprovision of this Agreement.\n\n                  (d) The Company may withhold from any amounts payable under\nthis Agreement such Federal, state, local or foreign taxes as shall be required\nto be withheld pursuant to any applicable law or regulation.\n\n                  (e) The Executive's or Fleet's failure to insist upon strict\ncompliance with any provision of this Agreement or the failure to assert any\nright the Executive or Fleet may have hereunder shall not be deemed to be a\nwaiver of such provision or right or any other provision or right of this\nAgreement.\n\n\n                                                                               9\n   10\n                  (f) From and after the date hereof, this Agreement shall\nsupersede any other employment, severance or change in control agreement between\nthe parties with respect to the subject matter hereof, provided that this\nAgreement shall not supersede the change in control or severance agreement\nbetween the parties if a change of control (as defined therein) occurs prior to\nthe Date of Termination, except to the extent that such agreements and this\nAgreement would provide duplicative benefits.\n\n                  (g) The rights and benefits of the Executive under this\nAgreement may not be anticipated, assigned, alienated or subject to attachment,\ngarnishment, levy, execution or other legal or equitable process except as\nrequired by law. Any attempt by the Executive to anticipate, assign, sell,\ntransfer, pledge, encumber or charge the same shall be void. Payments hereunder\nshall not be considered assets of the Executive in the event of insolvency or\nbankruptcy.\n\n                  IN WITNESS WHEREOF, the Executive has hereunto set the\nExecutive's hand and, pursuant to the authorization from its Board of Directors,\nFleet has caused these presents to be executed in its name on its behalf, all as\nof the day and year first written above.\n\n\n\n                                           \/s\/ M. ANNE SZOSTAK\n                                           ----------------------------------\n                                           M. Anne Szostak\n\n\n                                           FLEETBOSTON FINANCIAL CORPORATION\n\n                                                    \/s\/ WILLIAM C. MUTTERPERL\n                                                    -------------------------\n                                           By:      William C. Mutterperl\n                                           Title:   Executive Vice President\n                                                    General Counsel &amp; Secretary\n\n\n                                                                              10\n   11\n                                    EXHIBIT A\n\n                                 GENERAL RELEASE\n\n                  THIS GENERAL RELEASE is entered into between FleetBoston\nFinancial Corporation, a Rhode Island Corporation (the \"Company\") and M. Anne\nSzostak (the \"Executive\") as of the _____ day of __________, ____. The Company\nand the Executive 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,\n         the Company as of the date of termination shall provide the Executive\n         with the payments and benefits set forth in the Employment Agreement\n         between the Company and the Executive, dated as of March 3, 2000 (the\n         \"Employment Agreement\"), and the amounts otherwise due to the Executive\n         upon such termination under the Company's plans and programs.\n\n3.       No Liability. This Release does not constitute an admission by the\n         Company, or any of its subsidiaries, affiliates, divisions, trustees,\n         officers, directors, partners, agents, or employees, of any unlawful\n         acts or of any 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 herself, or her 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\n         its subsidiaries, affiliates, divisions, successors, assigns, trustees,\n         officers, directors, partners, agents, and former and current\n         employees, including without limitation, all persons acting by,\n         through, under or in concert with any of them (collectively, the\n         \"Company Releasees\"), and each of them from any and all charges,\n         complaints, claims, liabilities, obligations, promises, agreements,\n         controversies, damages, remedies, actions, causes of action, suits,\n         rights, demands, costs, losses, debts and expenses (including\n         attorneys' fees and costs ) of any nature whatsoever, known or unknown,\n         whether in law or equity and whether arising under federal, state or\n         local law and in particular any claim for discrimination based upon\n         race, color, ethnicity, sex, age (including the Age Discrimination\n         Employment Act of 1967), national origin, religion, disability, or any\n         other unlawful criterion or circumstance, which Executive Releasors\n         had, now have, or may claim to have in the future against each or any\n         of the Company Releasees from the beginning of the world until the date\n         of the execution of this Release relating to the Executive's employment\n         with the Company and its subsidiaries and affiliates; provided,\n         however, that nothing herein shall release the Company from the\n         obligation to make the payments described in the Employment Agreement\n         prior to the satisfaction of such payments in full and to indemnify the\n         Executive in accordance with Section 2(b)(v) of the Employment\n         Agreement. \n\n\n                                                                              11\n   12\n5.       Bar. The Executive acknowledges and agrees that if she should hereafter\n         make any claim or demand or commence or threaten to commence any\n         action, claim or proceeding against the Company Releasees with respect\n         to any cause, matter or thing which is the subject of Paragraph 4 of\n         this Release, this Release may be raised as a complete bar to any such\n         action, claim or proceeding, and the applicable Company Releasees may\n         recover from the Executive all costs incurred in connection with such\n         action, claim or 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\n         it, and voluntarily accept its terms, and the Executive acknowledges\n         that she has been advised by the Company to seek the advice of legal\n         counsel before entering into this Release, and has been provided with a\n         period of twenty-one (21) days in which to consider entering into this\n         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\n         until 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                                         ------------------------------\n                                         M. Anne Szostak\n\n\n                                         FLEETBOSTON FINANCIAL CORPORATION\n\n                                             -----------------------------\n                                         By:\n                                         Title:\n\n\n                                                                              12\n   13\n                                 GENERAL RELEASE\n\n         THIS GENERAL RELEASE is executed and delivered by FleetBoston Financial\nCorporation, a Rhode Island Corporation (the \"Company\") to M. Anne Szostak (the\n\"Executive\").\n\n1.       Release. The Company, on its own behalf and on behalf of its\n         subsidiaries and affiliates, agree to and do hereby irrevocably and\n         unconditionally release, acquit and forever discharge the Executive,\n         her heirs, executors, and administrators (hereinafter collectively\n         referred to as the \"Executive Releasees\"), with respect to and from any\n         and all charges, complaints, claims, liabilities, obligations,\n         promises, agreements, controversies, damages, remedies, actions, causes\n         of action, suits, rights, demands, costs, losses, debts and expenses of\n         any kind whatsoever, known or unknown, whether in law or equity and\n         whether arising under federal, state or local law for, upon, or by\n         reason or, any matter, course or thing whatsoever from the beginning of\n         the world until the date of the execution of this Release relating to\n         the Executive's employment with the Company and its subsidiaries and\n         affiliates; provided, however, that nothing herein shall release the\n         Executive from the obligations or restrictions arising under or\n         referred to or described in Section 8 of the Employment Agreement\n         between the Company and the Executive dated as of March 3, 2000 (the\n         \"Employment Agreement\"), or impair the right or ability of the Company\n         to enforce such provisions in accordance with the terms of the\n         Employment Agreement. All claims released by the undersigned pursuant\n         to this Release shall collectively be referred to herein as the\n         \"Released Company Claims.\" Notwithstanding the foregoing, in no event\n         shall the Released Company Claims include any claims involving fraud,\n         or willful misconduct with respect to the Company on the part of the\n         Executive, which fraud or willful misconduct is not known to an Officer\n         of the Company as of March 3, 2000.\n\n2.       Bar. The Company, on its own behalf and on behalf of its subsidiaries\n         and affiliates, acknowledges and agrees that if it should hereafter\n         make any claim or demand or commence or threaten to commence any\n         action, claim or proceeding against the Executive Releasees with\n         respect to any cause, matter or thing which is the subject of Paragraph\n         1 of this Release, this Release may be raised as a complete bar to any\n         such action, claim or proceeding, and the applicable Executive\n         Releasees may recover from the Company, its subsidiaries and affiliates\n         all costs incurred in connection with such action, claim or proceeding,\n         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\n5.       Counterparts. This Release may be executed by the parties hereto in\n         counterparts, which taken together shall be deemed one original.\n\n\n                                                                              13\n   14\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                                           M. Anne Szostak\n\n\n\n\n                                           FLEETBOSTON FINANCIAL CORPORATION\n\n\n                                               -----------------------------\n                                           By:\n                                           Title:\n\n\n                                                                              14\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":[9539,9544],"class_list":["post-39152","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\/39152","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=39152"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39152"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39152"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39152"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}