1982 Restricted Stock Plan For Key Employees

EXHIBIT 10.3


As Amended 10/27/94


BAYBANKS, INC.
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1982 Restricted Stock Plan for Key Employees of
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BayBanks, Inc. and Affiliates
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1. PURPOSE. - - - - - -----------

The purpose of this Restricted Stock Plan (the "Plan") is to attract, motivate and retain outstanding individuals as employees of BayBanks, Inc. (the "Corporation") and its bank and other Affiliates, as hereinafter defined, and to reward those who make substantial contributions to the success and welfare of the Corporation and the benefit of the Corporation's stockholders.


2. STOCK SUBJECT TO THE PLAN. - - - - - -----------------------------


The stock which may be granted under the Plan shall be the Common Stock, $2.00 par value, of the Corporation. The maximum total number of shares of such stock which may be issued under the Plan shall be 400,000 shares (except as such amount may be adjusted in accordance with the provisions of Section 9 hereof). Such shares may be either unissued shares or reacquired shares. No more than a total of 60,000 shares shall be granted under the Plan to any one participant.


If previously awarded shares revert to the Corporation by reason of termination of employment during the applicable Restriction Period, or for any other reason, such shares may again be awarded under the Plan. 2


3. ELIGIBILITY AND PARTICIPATION. - - - - - ---------------------------------


Participants in the Plan shall consist of those key employees of the Corporation and its Affiliates to whom the Committee may, from time to time, make grants of Restricted Stock, as hereinafter defined, provided, however, that each participant must have been employed by the Corporation or an Affiliate for a period of at least six months immediately preceding the date of such grant. No director of the Corporation or an Affiliate who is not an officer or salaried employee of the Corporation or an Affiliate shall be eligible to be a participant in the Plan. Committee selection of a participant in any year shall neither preclude nor require selection of such person to participate in any other year, or, if so selected, require that the participant receive the same type or amount of award as in any other year, or as may be received by any other participant in any year. Neither the Plan nor any action taken under the Plan shall be construed as giving any participant the right to be retained in the employ of the Corporation or an Affiliate.


4. ADMINISTRATION OF THE PLAN. - - - - - ------------------------------


The Plan shall be administered by a Committee (the "Committee") appointed by, and to serve at the pleasure of, the Board of Directors of the Corporation and consisting of three or more disinterested directors. Until the Board of Directors shall otherwise determine the Committee shall be the Corporate Compensation Committee. Subject to the express provisions hereof, the Committee shall have sole and complete authority to


- 2 - 3 make grants of Restricted Stock. Such authority shall include but not be limited to selecting participants, determining the number of shares of Common Stock (subject to the limitations in Section 2 hereof) to be granted to each of the participants under the Plan and the terms and conditions under which such grants shall be made, and determining the duration of each Restriction Period.


A director shall be deemed to be a disinterested director only if he is not eligible at the time such determinations are made by the Committee and has not at any time within one year prior thereto been eligible for selection as a person to whom stock may be allocated or to whom stock options or stock appreciation rights may be granted pursuant to this Plan or any other plan of the Corporation or any of its Affiliates entitling the participants therein to acquire stock, stock options or stock appreciation rights of the Corporation or any of its Affiliates. The Committee shall also have authority to adopt rules and regulations for carrying out the Plan and to interpret, construe, implement and otherwise administer the provisions of the Plan. Decisions of the Committee shall be final. A majority of the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present (or acts approved in writing by a majority of the Committee) shall be the acts of the Committee. The Committee shall keep minutes of its proceedings and from time to time make such reports to the Board of Directors as the Board shall direct.


- 3 - 4 5. EFFECTIVE DATE. - - - - - ------------------


The Effective Date of the Plan shall be the date upon which the Plan is adopted by the Board of Directors of the Corporation. The Plan shall terminate if it is not approved within twelve months after the Effective Date by vote of the holders of a majority of the stock of the Corporation present in person or by proxy and entitled to vote at a special or annual meeting of the stockholders of the Corporation.


6. TERMS AND CONDITIONS OF GRANTS. - - - - - ----------------------------------


6.1. Grants under the Plan shall consist of Restricted Stock which shall be shares of Common Stock of the Corporation transferred to participants in furtherance of the purposes of the Plan without, unless otherwise provided, other payment and subject to the restrictions referred to in this Section 6. All shares of Restricted Stock granted to participants under the Plan shall be so granted solely for, and in consideration of, past services rendered to the Corporation or an Affiliate and shall be subject to the following terms and conditions and to such other terms and conditions, not inconsistent with the Plan, as shall be prescribed by the Committee in its sole discretion and as shall be contained in the Agreement referred to in Section 6.1(d) hereof.


(a) At the time of a grant of shares of Restricted Stock to a participant, the Committee shall establish for all such shares (or, if it is the intent that the total of such shares shall be divided into separate parts, for each part of such total) a period of time (the "Restriction Period") commencing with the date of the grant of such shares during which


- 4 - 5 time the shares may not be sold, assigned, transferred, pledged or otherwise encumbered, except as herein provided. Different Restriction Periods may be fixed for different parts of the shares that are being granted to a participant, and the Restriction Period for one grant may differ from the Restriction Period of other grants. Except for such restrictions, the participant as owner of such Restricted Stock shall have all the rights of a stockholder including but not limited to the right to receive all dividends paid on such Restricted Stock and the right to vote such Restricted Stock. The restrictions shall terminate upon the earliest to occur of the expiration of the Restriction Period or the participant's death, disability, or retirement. The Agreement referred to in Section 6.1(d) hereof may be amended at any time to modify the Restriction Period with respect to any shares of Restricted Stock the restrictions on which have not then lapsed.


(b) If a participant ceases to be an employee of the Corporation or an Affiliate, for any reason except death, disabil ...