{"id":40339,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/restricted-stock-award-agreement-bank-of-america.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"restricted-stock-award-agreement-bank-of-america","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/restricted-stock-award-agreement-bank-of-america.html","title":{"rendered":"Restricted Stock Award Agreement – Bank of America"},"content":{"rendered":"


\n<\/strong>DIRECTORS153 STOCK PLAN
\nRESTRICTED STOCK AWARD AGREEMENT<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

GRANTED TO<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

AWARD DATE<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

NUMBER OF
\nSHARES<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

FAIR MARKET VALUE
\nPER SHARE<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This Restricted Stock Award Agreement (the “Agreement”) is made between Bank
\nof America Corporation, a Delaware corporation (“Bank of America”), and you, a
\nNonemployee Director of Bank of America. Bank of America sponsors the Bank of
\nAmerica Corporation Directors153 Stock Plan (the “Plan”). A Prospectus describing
\nthe Plan is enclosed as Exhibit A<\/u>. The Plan itself is available upon
\nrequest, and its terms and provisions are incorporated herein by reference. When
\nused herein, the terms which are defined in the Plan shall have the meanings
\ngiven to them in the Plan, as modified herein (if applicable). The award
\ndescribed in this Agreement is for the number of shares of Bank of America
\nCommon Stock shown above (the “Shares”). You and Bank of America mutually
\ncovenant and agree as follows:<\/p>\n\n\n\n\n\n\n\n
\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

The award of the Shares is subject to the terms and conditions of the Plan
\nand this Agreement. You acknowledge having read the Prospectus and agree to be
\nbound by all the terms and conditions of the Plan and this Agreement.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

2.<\/p>\n<\/td>\n

<\/td>\n\n

You agree that, upon request, you will furnish a letter agreement providing
\nthat you will not distribute or resell any of said Shares in violation of the
\nU.S. Securities Act of 1933, as amended, that you will indemnify and hold Bank
\nof America harmless against all liability for any such violation and that you
\nwill accept all liability for any such violation. Notwithstanding anything to
\nthe contrary herein, the grant, vesting and settlement of this award are
\nconditioned on the receipt of any necessary [___] regulatory approval.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

3.<\/p>\n<\/td>\n

<\/td>\n\n

The Shares shall not become vested until the first anniversary of the Award
\nDate stated above (or, if earlier, the date of the next annual meeting of the
\nstockholders of Bank of America) (the “Vesting Date”). If you cease to serve as
\na Nonemployee Director before the Vesting Date due to your death, or if there is
\na Change in Control prior to the Vesting Date, then the Shares shall become
\nfully vested as of the date of such death or Change in Control, as applicable.
\nIf you cease to serve as a Nonemployee Director at any time for any reason other
\nthan death before the earlier of the Vesting Date or a Change in Control, then
\nthe Shares shall become vested pro rata (based on the number of days between the
\nAward Date and the date of cessation of services divided by 365 days), and to
\nthe extent the Shares are not thereby vested they shall be forfeited as of the
\ndate<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Non-U.S. Restricted Stock Award Agreement : Directors153 Stock Plan<\/p>\n

\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

of such cessation of services. Until they become vested, the Shares shall be
\nheld by Bank of America. Vested Shares shall be delivered to you as soon as
\npracticable following the applicable Vesting Date. In that regard, you agree
\nthat you shall comply with (or provide adequate assurance as to future
\ncompliance with) all applicable securities laws as determined by Bank of America
\nas a condition precedent to the delivery of the Shares. While the Shares are
\nheld by Bank of America, you shall not have the right to sell or otherwise
\ndispose of such Shares or any interest therein.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

4.<\/p>\n<\/td>\n

<\/td>\n\n

In accordance with Section 5(c) of the Plan, you shall have the right to
\nreceive dividends on the Shares and to vote the Shares prior to vesting.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

5.<\/p>\n<\/td>\n

<\/td>\n\n

You acknowledge and agree that upon your cessation of services as a
\nNonemployee Director resulting in the forfeiture of any unvested Shares in
\naccordance with paragraph 3 above, (i) your right to vote and to receive cash
\ndividends on, and all other rights, title or interest in, to or with respect to,
\nunvested Shares shall automatically, without further act, terminate and (ii) the
\nunvested Shares shall be returned to Bank of America. You hereby irrevocably
\nappoint (which appointment is coupled with an interest) Bank of America as your
\nagent and attorney-in-fact to take any necessary or appropriate action to cause
\nthe Shares to be returned to Bank of America, including without limitation
\nexecuting and delivering stock powers and instruments of transfer, making
\nendorsements and\/or making, initiating or issuing instructions or entitlement
\norders, all in your name and on your behalf. You hereby ratify and approve all
\nacts done by Bank of America as such attorney-in-fact. Without limiting the
\nforegoing, you expressly acknowledge and agree that any transfer agent for the
\nShares is fully authorized and protected in relying on, and shall incur no
\nliability in acting on, any documents, instruments, endorsements, instructions,
\norders or communications from Bank of America in connection with the Shares or
\nthe transfer thereof, and that any such transfer agent is a third party
\nbeneficiary of this Agreement.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

6.<\/p>\n<\/td>\n

<\/td>\n\n

The existence of this award shall not affect in any way the right or power of
\nBank of America or its stockholders to make or authorize any or all adjustments,
\nrecapitalizations, reorganizations or other changes in Bank of America153s capital
\nstructure or its business, or any merger or consolidation of Bank of America, or
\nany issue of bonds, debentures, preferred or prior preference stocks ahead of or
\nconvertible into, or otherwise affecting the Common Stock or the rights thereof,
\nor the dissolution or liquidation of Bank of America, or any sale or transfer of
\nall or any part of its assets or business, or any other corporate act or
\nproceeding, whether of a similar character or otherwise.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

7.<\/p>\n<\/td>\n

<\/td>\n\n

Any notice which either party hereto may be required or permitted to give to
\nthe other shall be in writing and may be delivered personally, by fax or by mail
\nto such address and directed to such person(s) as Bank of America may notify you
\nfrom time to time; and to you, at your address as shown on the records of Bank
\nof America, or at such other address as you, by notice to Bank of America, may
\ndesignate in writing from time to time.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

8.<\/p>\n<\/td>\n

<\/td>\n\n

Regardless of any action Bank of America takes with respect to any or all
\nincome tax or other tax-related withholding (“Tax-Related Items”), you
\nacknowledge that the ultimate liability for all Tax-Related Items owed by you is
\nand remains your responsibility and may exceed the amount (if any) withheld by
\nBank of America. You acknowledge that Bank of America (a) makes no
\nrepresentations or undertakings regarding the treatment of any Tax-Related Items
\nin connection with any aspect of the award of Shares, including the grant and
\nvesting of the Shares, the release and delivery of Shares to you, the subsequent
\nsale of Shares acquired upon the delivery of the<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2<\/p>\n

Non-U.S. Restricted Stock Award Agreement : Directors153 Stock Plan<\/p>\n

\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

Shares and the receipt of any dividends, and (b) does not commit to structure
\nthe terms of the award or any aspect of the Shares to reduce or eliminate your
\nliability for Tax-Related Items. Further, if you have become subject to
\nTax-Related Items in connection with the Shares in more than one jurisdiction,
\nyou acknowledge that Bank of America may be required to withhold or account for
\nTax-Related Items in more than one jurisdiction.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

In the event Bank of America determines that it must withhold any Tax-Related
\nItems as a result of your participation in the Plan, you agree as a condition of
\nthe award of the Shares to make arrangements satisfactory to Bank of America to
\nenable it to satisfy all withholding requirements by all legal means, including,
\nbut not limited to, withholding any applicable Tax-Related Items from the
\nShares, withholding Tax-Related Items from other compensation (if any) Bank of
\nAmerica pays to you and\/or withholding Tax-Related Items from the cash proceeds
\n(if any) received upon any sale of any Shares. Bank of America may refuse to
\ndeliver any Shares if you fail to comply with any withholding obligation.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Bank of America is not providing any tax, legal or financial advice, nor is
\nBank of America making any recommendations regarding the Shares and you have
\nbeen advised to consult with your personal tax, legal and financial advisors
\nregarding the Shares before taking any action in relation thereto.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

9.<\/p>\n<\/td>\n

<\/td>\n\n

You hereby explicitly and unambiguously consent to the collection, use and
\ntransfer, in electronic or other form, of your personal data, as described in
\nthis Agreement, by Bank of America for the exclusive purpose of implementing,
\nadministering and managing the award of Shares and your participation in the
\nPlan. You understand that Bank of America holds certain personal information
\nabout you, including, but not limited to, your name, home address and telephone
\nnumber, date of birth, social insurance number or other identification number,
\nsalary, nationality, job title, any shares of stock or directorships held in
\nBank of America, details of any entitlement to shares of stock awarded,
\ncanceled, exercised, vested, unvested or outstanding in your favor, for the
\nexclusive purpose of implementing, administering and managing the award of
\nShares and your participation in the Plan (“Data”).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

You understand that Data may be transferred to any third parties assisting in
\nthe implementation, administration and management of the award, that these
\nrecipients may be located in your country or elsewhere, and that the recipient153s
\ncountry may have different data privacy laws and protections from your country.
\nYou understand that you may request a list with the names and addresses of any
\npotential recipients of Data by contacting Executive Compensation. You authorize
\nthe recipients to receive, possess, use, retain and transfer the Data, in
\nelectronic or other form, for the purpose of implementing, administering and
\nmanaging the award. You understand that Data will be held only as long as is
\nnecessary to implement, administer and manage the award and your participation
\nin the Plan. You understand that you may, at any time, view Data, request
\nadditional information about the storage and processing of Data, require any
\nnecessary amendments to Data or refuse or withdraw the consents herein, in any
\ncase without cost, by contacting in writing Executive Compensation. You
\nunderstand, however, that refusing or withdrawing your consent may affect your
\nability to benefit from the award of Shares evidenced by this Agreement. For
\nmore information on the consequences of your refusal to consent or withdrawal of
\nconsent, you understand that you may contact Executive Compensation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3<\/p>\n

Non-U.S. Restricted Stock Award Agreement : Directors153 Stock Plan<\/p>\n

\n<\/p>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

10.<\/p>\n<\/td>\n

<\/td>\n\n

The validity, construction and effect of this Agreement are governed by, and
\nsubject to, the laws of the United States and the laws of the State of Delaware,
\nas provided in the Plan. For purposes of litigating any dispute that arises
\ndirectly or indirectly from the relationship of the parties evidenced by this
\naward or this Agreement, the parties hereby submit to and consent to the
\nexclusive jurisdiction of North Carolina and agree that such litigation shall be
\nconducted solely in the courts of Mecklenburg County, North Carolina or the
\nfederal courts of the United States for the Western District of North Carolina,
\nwhere this award is made and\/or to be performed, and no other courts.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

11.<\/p>\n<\/td>\n

<\/td>\n\n

In the event any provision of this Agreement shall be held illegal or invalid
\nfor any reason, the illegality or invalidity shall not affect the remaining
\nparts of the Agreement, and the Agreement shall be construed and enforced as if
\nthe illegal or invalid provision had not been included. This Agreement
\nconstitutes the final understanding between you and Bank of America regarding
\nthe Shares. Any prior agreements, commitments or negotiations concerning the
\nShares are superseded.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

12.<\/p>\n<\/td>\n

<\/td>\n\n

If you move to a country other than the one in which you are currently
\nresiding prior to the delivery of the Shares to you, additional terms and
\nconditions may apply to the Shares. Bank of America reserves the right to impose
\nother requirements on the Shares to the extent Bank of America determines it is
\nnecessary or advisable in order to comply with local laws or facilitate the
\nadministration of the Shares and to require you to sign any additional
\nagreements or understandings that may be necessary to accomplish the foregoing.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

IN WITNESS WHEREOF, Bank of America has caused this Agreement to be executed
\nby its duly authorized officer, and you have hereunto set your hand, all as of
\nthe day and year first above written.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

BANK OF AMERICA CORPORATION<\/p>\n<\/td>\n

<\/td>\n\n

NONEMPLOYEE DIRECTOR:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Chief Executive Officer and President<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4<\/p>\n

Non-U.S. Restricted Stock Award Agreement : Directors153 Stock Plan<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6846],"corporate_contracts_industries":[9415],"corporate_contracts_types":[9539,9543],"class_list":["post-40339","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bank-of-america-corp","corporate_contracts_industries-financial__banks","corporate_contracts_types-compensation","corporate_contracts_types-compensation__dsp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40339","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=40339"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40339"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40339"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40339"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}