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Exhibit
10(bb)
FLEETBOSTON
FINANCIAL
1996 Long-Term Incentive
Plan
(As amended through October
16, 2001)
1. Purpose .
The FleetBoston Financial
1996 Long-Term Incentive Plan (the “Plan”) has been
adopted to create and enhance significant ownership of the Common
Stock of the Corporation by key officers and employees of the
Corporation and its Affiliates. Additional purposes of the Plan
include providing a meaningful incentive to Participants to make
substantial contributions to the Corporation’s future
success, enhancing the Corporation’s ability to attract and
retain persons who will make such contributions, and ensuring that
the Corporation has competitive compensation opportunities for such
key officers and employees.
By furthering these
objectives, the Plan is intended to benefit the interests of the
stockholders of the Corporation.
2. Definitions .
As used herein, the following
words or terms have the meanings set forth below:
2.1. “Affiliate”
means (a) a corporation or other entity in which the Corporation
owns, directly or indirectly or has the power to vote or cause to
be voted, stock or other ownership interests representing more than
50% of the total combined voting power of such entity or (b) any
other entity in which the Corporation has a significant equity
interest, as determined by the Committee. Except as determined by
the Committee in particular cases, if an entity ceases to be an
Affiliate for any reason (a “disaffiliation”), the
employment of each individual who was employed by the entity shall
be treated as having been involuntarily terminated by the
Corporation and its Affiliates effective upon such disaffiliation,
unless such individual thereafter continues to be employed by the
Corporation or another entity which remains an
Affiliate.
2.2. “Award”
means any Options, Stock Appreciation Rights, Restricted Stock,
Performance Shares or Other Awards granted under the
Plan.
2.3. “Award
Documentation” means a writing delivered to a Participant
specifying the terms and conditions of an Award and containing such
other terms and conditions not inconsistent with the provisions of
the Plan as the Committee considers necessary or
advisable.
2.4. “Beneficial
Ownership” shall have the meaning defined in Rule 13d-3
promulgated under the Exchange Act.
2.5. “Board “
means the Board of Directors of the Corporation, except that,
whenever action is to be taken under the Plan with respect to a
Reporting Person, “Board “ shall mean only such
directors who are “disinterested persons” or
“non-employee directors,” as applicable, within the
meaning of Rule 16b-3 under the Exchange Act or any successor
rule.
2.6. “Business
Combination” means a reorganization, merger, consolidation,
sale or other disposition of all or substantially all of the assets
of the Corporation
2.7. A “Change in
Control” shall mean any of the following events:
2.7.1. The acquisition, other
than from the Corporation, by any individual, entity or Group of
Beneficial Ownership of 25% or more of the Outstanding Shares;
provided, however, that any acquisition by the Corporation or its
subsidiaries, or any employee benefit plan (or related trust) of
the Corporation or its subsidiaries, of 25% or more of the
Outstanding Shares shall not constitute a Change in Control; and
provided, further that any acquisition by a corporation with
respect to which, following such acquisition, more than 50% of the
then outstanding shares of common stock of such corporation is then
beneficially owned, directly or indirectly, by all or substantially
all of the individuals and entities who were the beneficial owners
of the Outstanding Shares immediately prior to such acquisition in
substantially the same proportion as their ownership immediately
prior to such acquisition of the Outstanding Shares, shall not
constitute a Change in Control; or
2.7.2. Individuals who
constitute the Incumbent Board cease for any reason to constitute
at least a majority of the Board, provided that any individual
becoming a director subsequent to October 1, 1999 whose election,
or nomination for election by the Corporation’s stockholders,
was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as
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though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office is in connection
with an actual or threatened election contest relating to the
election of the Directors of the Corporation (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act); or
2.7.3. Consummation of a
Business Combination, in each case, with respect to which all or
substantially all of the individuals and entities who were the
beneficial owners of the Outstanding Common Stock immediately prior
to such Business Combination do not, following such Business
Combination, beneficially own, directly or indirectly, more than
50% of the then outstanding shares of common stock of the
corporation resulting from such a Business Combination (including,
without limitation, a corporation which as a result of such
transaction owns the Corporation or all or substantially all of the
Corporation’s assets either directly or through one or more
subsidiaries); or
2.7.4. Approval by the
stockholders of the Corporation of a complete liquidation or
dissolution of the Corporation.
Anything in the Plan to the
contrary notwithstanding, if an event that would, but for this
paragraph, constitute a Change in Control results from or arises
out of a purchase or other acquisition of the Corporation, directly
or indirectly, by a corporation or other entity in which a
Participant has a greater than ten percent (10%) direct or indirect
equity interest, such event shall not constitute a Change in
Control.
2.8. “Code” means
the Internal Revenue Code of 1986, as amended from time to time, or
any successor statute.
2.9. “Committee”
means the committee appointed by the Board with authority to
administer the Plan. Membership of the Committee shall at all times
be constituted consistent with exemption under Rule 16b-3 under the
Exchange Act (or any successor rule) of those Awards that are
intended to be so exempt and with qualification under the
Performance-Based Exception of those Awards that are intended to so
qualify. To the extent that the Committee delegates its power to
make Awards as permitted by
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Section 4.1, all references in the Plan
to the Committee’s authority to make Awards and
determinations with respect thereto shall be deemed to include the
Committee’s delegate or delegates.
2.10. “Common
Stock” or “Stock” means the Common Stock, par
value $.01 per share, of the Corporation.
2.11.
“Corporation” means Fleet Boston Corporation (doing
business as FleetBoston Financial Corporation), a corporation
established under the laws of the state of Rhode Island.
2.12. “Designated
Beneficiary” means the beneficiary designated by a
Participant, in a manner acceptable to the Committee, to receive
amounts due or exercise rights of the Participant in the event of
the Participant’s death. In the absence of an effective
designation by a Participant, Designated Beneficiary shall mean the
Participant’s estate.
2.13.
“Disability” means a physical or mental condition of
such a nature that it would qualify a Participant for benefits
under the long-term disability insurance plan of the Corporation or
any successor plan. The Committee shall have the authority to
determine whether and when, consistent with the foregoing, a
Participant has suffered a Disability for purposes of the
Plan.
2.14. “Exchange
Act” means the Securities Exchange Act of 1934, as amended,
or any successor statute.
2.15. “Fair Market
Value,” in the case of a share of Common Stock on a
particular day, means the volume weighted average price of the
Common Stock for that day, as reported by Bloomberg, Inc. as of
4:00 p.m. Eastern Time on that day (or at the close of trading on
the New York Stock Exchange, if earlier) or, if Bloomberg, Inc.
does not report a volume weighted average price of the Common Stock
for that day, for the last preceding day on which such the volume
weighted average price of the Common Stock is so reported. If
Bloomberg, Inc. or any successor of Bloomberg, Inc. ceases to
report volume weighted average prices, the Committee shall adopt
another appropriate method of determining Fair Market
Value.
2.16. “Freestanding
SAR” means an SAR that is granted independently of any
Options.
2.17. “Group”
shall have the meaning defined in Section 13(d)(3) or 14(d)(2) of
the Exchange Act.
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2.18. “Incentive Stock
Option” means an Option, granted to a Participant pursuant to
Section 8, which is intended to satisfy the requirements of Section
422(b) of the Code or any successor provision.
2.19. “Incumbent
Board” means the Board as constituted as of October 1,
1999.
2.20. “Nonqualified
Stock Option” means an Option, granted to a Participant
pursuant to Section 8, which is not intended to qualify as an
Incentive Stock Option.
2.21. “Option”
means an Incentive Stock Option or a Nonqualified Stock
Option.
2.22. “Other
Award” means an Award (other than an Option, SAR, Restricted
Stock or Performance Share) granted to a Participant pursuant to
Section 12. An Other Award may consist of Shares, fixed or variable
units valued or based on Common Stock, fixed or variable units
valued or based on measures (including performance measures) that
are unrelated to Common Stock, or any combination of the foregoing.
An Other Award that consists of units other than Shares, whether or
not valued or based on Common Stock, may be made payable in cash or
Shares or a combination of cash and Shares.
2.23. “Outstanding
Shares” means the then outstanding Shares of Common
Stock.
2.24.
“Participant” means an individual selected by the
Committee to receive an Award under the Plan.
2.25.
“Performance-Based Exception” means the
performance-based exception from the deductibility limits set forth
in Section 162(m) of the Code and the Section 162(m)
Regulations.
2.26. “Performance
Goals” means, with respect to Awards that are intended to
qualify for the Performance-Based Exception, objectively
determinable performance goals established by the Committee within
the time period specified in the Section 162(m) Regulations and
based on any of the following criteria: (a) earnings, (b) return on
equity, (c) return on assets, (d) return on investment, (e)
revenues, (f) expenses; (g) the operating ratio; (h) stock price;
(i) stockholder return; (j) market share; (k) charge-offs, (l)
credit quality, or (m) customer satisfaction measures. Such
Performance Goals may be particular to a Participant or the
division, branch, line of business, Affiliate or other unit in
which the Participant works, or may be based on the performance of
the Corporation on a consolidated basis. Notwithstanding the
preestablishment of a Performance Goal with respect to an Award in
accordance with the Section 162(m)
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Regulations, nothing herein shall be
construed as limiting the Committee’s ability to reduce the
amount payable under the Award (including, for this purpose,
reducing the amount of any Award that would otherwise be granted,
or reducing the portion of any Award that would otherwise vest)
upon attainment of such Performance Goal.
2.27. “Performance
Period” means the period of time designated by the Committee
applicable to a Performance Stock Award during which specified
Performance Goals shall be measured.
2.28. “Performance
Share” means an Award granted to a Participant pursuant to
Section 11.
2.29. “Prior
Plan” means the BankBoston Corporation 1991 Long-Term Stock
Incentive Plan.
2.30. “Reporting
Person” means a person required to file reports under Section
16(a) of the Exchange Act or any successor statute.
2.31. “Restricted
Period” means the period during which the transfer of shares
of Restricted Stock is limited in some way (based on the passage of
time, the achievement of Performance Goals or upon the occurrence
of other events as determined by the Committee), and the Shares are
subject to a substantial risk of forfeiture, as provided in Section
10.
2.32. “Restricted
Stock” means an Award granted to a Participant pursuant to
Section 10.
2.33.
“Retirement” means termination of employment with the
Corporation or any Affiliate if such termination of employment
constitutes normal retirement, early retirement, disability
retirement or other retirement as provided for at the time of such
termination of employment under the applicable retirement program
then maintained by the Corporation or the Affiliate, provided that
the Participant does not continue in the employment of the
Corporation or any Affiliate and provided further that such
termination does not constitute a Termination for Cause.
2.34. “Section 162(m)
Regulations” means the regulations promulgated under Section
162(m) of the Code, as amended from time to time.
2.35. “Shares”
means shares of Common Stock.
2.36. “Stock
Appreciation Right” or “SAR” means an Award
granted to a Participant, alone or in connection with a related
Option, pursuant to Section 9.
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2.37. “Tandem
SAR” means an SAR that is granted in connection with a
related Option, the exercise of which shall require forfeiture of
the right to purchase a share of Common Stock under the related
Option (and when a share of Common Stock is purchased under the
related Option, the Tandem SAR shall similarly be
canceled).
2.38. “Termination for
Cause” means the termination of a Participant’s
employment due to any act which, in the discretionary judgment of
the Committee, is deemed inimical to the best interests of the
Corporation or any Affiliate, including, but not limited to: (a)
willful and gross misconduct in respect of the Participant’s
duties for the Corporation or the Affiliate, (b) conviction of a
felony or perpetration of a common law fraud, (c) willful failure
to comply with applicable laws or regulations with respect to the
execution of the Corporation’s or the Affiliate’s
businesses or (d) theft, fraud, embezzlement, dishonesty or other
conduct which has resulted or is likely to result in material
economic or other damage to the Corporation or any
Affiliate.
3. Effective Date and Term
.
Subject to approval by the
Corporation’s stockholders, the Plan shall become effective
as of January 1, 1997, and Awards may be granted under the Plan
from and after that date. No Awards may be made under the Plan
after December 31, 2006, but Awards theretofore granted may extend
beyond that date. Notwithstanding the foregoing, no Incentive Stock
Options shall be granted after December 20, 2005.
4. Administration .
4.1. The Plan shall be
administered by the Committee. Subject to the provisions set forth
herein, the Committee shall have full authority to determine the
provisions of Awards, including, without limitation, vesting
schedules, price, performance standards (including Performance
Goals), length of relevant performance, restriction or option
period, dividend rights, post-retirement and termination rights,
payment alternatives such as cash, stock, contingent awards or
other means of payment consistent with the purposes of the Plan and
individual Award Documentation. The Committee also shall have full
authority to interpret the terms of the Plan and of Awards made
under the Plan, to adopt, amend and rescind rules and guidelines
for the administration of the Plan and for its own acts and
proceedings and to
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decide all questions and settle all
controversies and disputes which may arise in connection with the
Plan. To the extent permitted by applicable law, the Committee may
delegate to one or more executive officers who are also directors
of the Corporation the power to make Awards to Participants who are
not Reporting Persons at the time of such Awards and all
determinations under the Plan with respect thereto, provided that
the Committee shall fix the maximum amount of Awards for such
Participants as a group.
4.2. Notwithstanding Section
4.1 and subject to the provisions set forth herein, the Board shall
approve or ratify Awards made under the Plan to any executive
officer who is also a director of the Corporation.
4.3. The decision of the
Committee on any matter as to which it is given authority under
Section 4.1 above shall be final and binding on all persons
concerned.
5. Shares Subject to the Plan
.
5.1. Subject to adjustment in
accordance with the provisions of Section 13.8 and subject to
Section 5.4, (a) the total number of Shares available for grants of
Awards (including, without limitation, Awards of Restricted Stock
and Performance Shares) in any calendar year shall not exceed one
and one-quarter percent (1.25%) of the outstanding Common Stock as
of the first business day of such calendar year and (b) the total
number of Shares available for grants of Restricted Stock and
Performance Shares in any calendar year shall not exceed one-half
of one percent (.5%) of the outstanding Common Stock as of the
first business day of such calendar year. Shares issued under the
Plan may consist in whole or in part of authorized but unissued
Shares, Shares held as treasury stock or previously issued Shares
reacquired by the Corporation, including Shares purchased on the
open market. Notwithstanding the foregoing, the maximum number of
Shares that may be issued under Incentive Stock Options awarded
under the Plan, subject to adju
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