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Form Of Severance Agreement For Certain Officers

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EXHIBIT 10(M)


AGREEMENT
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THIS AGREEMENT dated as of , 1999, is made by and between BankBoston Corporation, a Massachusetts corporation (the "Company"), and _________ (the "Executive").


WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel; and


WHEREAS, the Board of Directors of the Company (the "Board") recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control (as defined in the last Section hereof) exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders; and


WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management, including the Executive, to their assigned duties with the Company and/or the Bank, as the case may be, without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control;


NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and for other valuable consideration, the Company and the Executive hereby agree as follows:


1. Defined Terms. The definitions of capitalized terms used in this
------------- Agreement are provided in the last Section hereof.


2. Term of Agreement. This Agreement shall commence on the date hereof
----------------- and shall continue in effect through [last day of month in which occurs 24/th/ month from effective date], 2001, provided that commencing on [following month] 1, 2000 and each [same] 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than the immediately preceding [3 mo prior to effective date month] 31, the Company or the Executive shall have given notice not to extend this Agreement or a Change in Control shall have occurred prior to such [month following effective date month] 1. If a Change in Control shall have occurred during the term of this Agreement, however, this Agreement shall continue in effect for a period of not less than three (3) years beyond the last day of the month in which such Change in Control occurred. Notwithstanding the foregoing provisions of this Section 2, this Agreement shall terminate, unless earlier terminated in accordance with this Agreement, (i) one (1) year after the Executive is notified in accordance with Section 10 hereof that the Compensation Committee, upon recommendation of the Company's chief executive officer, has voted to terminate this Agreement or (ii) if earlier, immediately after the Executive is notified in accordance with Section 10 hereof that the Compensation Committee has determined that the Executive's level of responsibility (other than reporting responsibility) has substantially changed from the Executive's current level of responsibility, in either case only if the notification occurs prior to a Potential Change in Control that results in a Change in Control. By way of illustration, if there were a change in the nature of the Executive's responsibilities (e.g., from technology to human resources) but the only change in the level of the Executive's


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responsibilities were a change in reporting responsibilities, these changes alone would not provide grounds for the Compensation Committee determination referred to in clause (ii) above.


3. Company's Covenants Summarized. In order to induce the Executive to
------------------------------ remain in the employ of the Company or the Bank and in consideration of the Executive's covenants set forth in Section 4 hereof, the Company agrees, under the conditions described herein, to pay the Executive the Severance Payments described in Section 6.1 hereof and the other payments and benefits described herein in the event the Executive's employment with the Company or the Bank is terminated following a Change in Control and during the term of this Agreement. No amount or benefit shall be payable under this Agreement unless there shall have been (or, under the terms hereof, there shall be deemed to have been) a termination of the Executive's employment with the Company or the Bank following a Change in Control. This Agreement shall not be construed as creating an express or implied contract of employment, and except as otherwise agreed in writing between the Executive and the Company, the Executive shall not have any right to be retained in the employ of the Company or the Bank.


4. Executive's Covenants.
---------------------


4.1 The Executive agrees that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control during the term of this Agreement, the Executive will remain in the employ of the Company or the Bank until the earliest of (i) a date which is six (6) months from the date of such Potential Change of Control, (ii) the date of a Change in Control, (iii) the date of termination by the Executive of the Executive's employment for Good Reason (determined by treating the Potential Change in Control as a Change in Control


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in applying the definition of Good Reason), by reason of death, or (iv) the termination by the Company or the Bank of the Executive's employment for any reason.


4.2 The Executive agrees that, during the term of this Agreement and for a period ending on the third anniversary of the Date of Termination, he will not make or publish any statement which is, or may reasonably be considered to be, disparaging of the Company, its subsidiaries or affiliates, or directors, officers, employees or the operations, products or services of the Company or any of its subsidiaries or affiliates, except in connection with the performance of his services hereunder to the extent the Executive makes the statement to employees of the Company or its affiliates in good faith furtherance of the Company's business. In the event of a claimed breach by the Company of the terms of this Section 4.2, in addition to its right to institute legal proceedings to obtain damages for such breach, the Company shall be entitled to enforce the specific performance of this Section 4.2 and to enjoin any further violation of this Section 4.2.


5. Compensation Other Than Severance Payments.
------------------------------------------

5.1 Following a Change in Control and during the term of this Agreement, during any period that the Executive fails to perform the Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, until the Executive becomes eligible for benefits at least equal to those to which the Executive would have been entitled under
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the long-term disability insurance plan of the Company in effect immediately prior to the Change in Control.


5.2 If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay the Executive's full salary to the Executive through the Date of Termination at the rate in effect at the time the Notice of Termination is given, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period.


5.3 If the Executive's employment shall be terminated for any reason following a Change in Control and during the term of this Agreement, the Company shall pay or make available to the Executive any rights, compensation and benefits which are vested in the Executive or which the Executive has or is otherwise entitled to receive under any plan or program of the Company (including without limitation any retirement plan or any welfare plan providing post-retirement benefits) to the Executive as such rights, compensation or benefits become due. Such rights, compensation and benefits shall be determined under, and paid or made available in accordance with, the Company's applicable retirement, insurance and other compensation or benefit plans, programs and arrangements.


6. Severance Payments.
------------------


6.1 Subject to Section 6.2 hereof, the Company shall pay the Executive the payments described in this Section 6.1 (the "Severance Payments") upon the termination of the Executive's employment following a Change in Control and during the term of this Agreement,


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in addition to the payments and benefits described in Section 5 hereof, unless such termination is (i) by the Company or the Bank for Cause, (ii) by reason of death, or (iii) by the Executive without Good Reason. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason if the (x) Executive's employment is terminated prior to a Change in Control without Cause at the direction of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control, (y) Executive terminates his employment with Good Reason prior to a Change in Control (determined by treating a Potential Change in Control as a Change in Control in applying the definition of Good Reason) if the circumstance or event which constitutes Good Reason occurs at the direction of such Person, or (z) the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control; provided, however, in each such case, that a Change in Control occurs.


(A) In lieu of any further salary payments to the Executive
for periods subsequent to the Date of Termination and in lieu of any
severance benefits otherwise payable to the Executive under any then
existing broad-based employee severance plan, the Company shall pay to the
Executive a lump sum severance payment, in cash, equal to three (3) times
the sum of (i) the higher of the Executive's annual base salary in effect
immediately prior to the occurrence of the event or circumstance upon which
the Notice of Termination is based or in effect immediately prior to the
Change in


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Control and (ii) the highest of the annual amounts paid to, or approved
for, the Executive pursuant to the Performance Recognition Opportunity
Plan, or any successor plan, with respect to the three (3) years (or the
number of years employed, if less) immediately preceding (a) the occurrence
of the event or circumstance upon which the Notice of Termination is based
or (b) the Change in Control.


(B) In lieu of any further life, disability, accident and
health insurance benefits otherwise due to the Executive, the Company shall
pay to the Executive a lump sum amount, in cash, equal to the cost to the
Company (as determined by the Company in good faith with reference to its
most recent actual experience) of providing such benefits, to the extent
that the Executive is eligible to receive such benefits immediately prior
to the Notice of Termination (without giving effect to any reduction in
such benefits subsequent to a Change in Control which reduction constitutes
Good Reason), for a period of three (3) years commencing on the Date of
Termination.


(C) The Executive shall continue to accrue service credit
for a period of three (3) years (for all purposes, including without
limitation benefit accrual and eligibility to receive matching
contributions) under the Pension Plan, Thrift Plan, the Bonus SERP, the
Excess SERP, the Deferred Compensation Plan or any successor plans thereto,
(i) with respect to matching contributions under any such Plan, based on
the highest level of contributions in effect under such Plan with respect
to the Executive during the plan year during which the occurrence of the
event or circumstance upon which the Notice of Termination is based or the
Change in Control occurs, whichever is


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higher, and (ii) for all other purposes under this Section 6.1(C), at the
compensation level equal to the amount determined in accordance with
Section 6.1(A) hereof. All payments made pursuant to this Section 6.1(C)
may be made, in the Company's discretion, out of the general funds of the
Company.


(D) Notwithstanding any provision of the Performance Recognition
Opportunity Plan or any other cash-based annual or long-term incentive plan
to the contrary, the Company shall pay to the Executive a lump sum amount,
in cash, equal to the sum of (i) any unpaid incentive compensation which
has been allocated or awarded to the Executive for a completed fiscal year
or other measuring period preceding the Date of Termination under any such
plan and which, as of the Date of Termination, is contingent only upon the
continued employment of the Executive to a subsequent date, and (ii) a pro
rata portion to the Date of Termination of the aggregate value of all
contingent incentive compensation awards to the Executive for all then
uncompleted periods under any such plan, calculated as to each such award
by multiplying the award that the Executive would have earned on the last
day of the performance award period, assuming the achievement, based on
performance year-to-date, of the individual and corporate performance goals
established with respect to such award, by the fraction obtained by
dividing the number of full months and any fractional portion of a month
during such performance award period through the Date of Termination by the
total number of months contained in such performance award period.


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(E) (i) All outstanding equity awards that (x) were granted to
the Executive prior to the date hereof and (y) are not vested and/or
exercisable, as the case may be, as of the Date of Termination shall become
fully vested and/or exercisable, as the case may be, as of the Date of
Termination and (ii) all outstanding equity awards that (x) were granted to
the Executive as of or following the date hereof and (y) are not vested
and/or exercisable, as the case may be, as of the Date of Termination shall
become fully vested and/or exercisable, as the case may be, as of the Date
of Termination or the date on which the Change in Control occurs, whichever
occurs later.


(F) The Company shall provide the Executive with outplacement
services suitable to the Executive's position for a period of three (3)
years or, if earlier, until the first acceptance by the Executive of an
offer of employment.


6.2 (A) Whether or not the Executive becomes entitled to the Severance Payments, if any payment or benefit received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (all such payments and benefits, excluding the Gross-Up Payment, being hereinafter called "Total Payments") will be subject (in whole or part) to any excise tax imposed under section 4999 of the Code (the "Excise Tax"), then, subject to the provisions of subsection (B) of this Section 6.2, the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any


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Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up Payment, shall be equal to the Total Payments. For pu
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