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EXHIBIT 10(oo)
EMPLOYMENT AGREEMENT
AGREEMENT by and between FleetBoston Financial Corporation, a Rhode
Island corporation ("Fleet" or the "Company") and M. Xxxx Xxxxxxx (the
"Executive") dated as of the 3rd day of March 2000 (the "Effective Date").
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. EMPLOYMENT PERIOD. Fleet hereby agrees to employ the Executive, and
the Executive hereby agrees to remain in the employ of Fleet subject to the
terms and conditions of this Agreement, for the period commencing on the date
hereof and ending on December 31, 2003 (the "Employment Period").
2. TERMS OF EMPLOYMENT. (a) POSITION AND DUTIES. (i) During the
Employment Period, the Executive shall serve as Executive Vice President,
Director of Human Resources, reporting directly to the Vice Chairman and Chief
Administrative Officer, with appropriate authority, duties and responsibilities,
or in such other capacity of equal or greater responsibility, or other reporting
relationship, as the Executive and Fleet shall agree. The Executive shall be
located in Boston, Massachusetts.
(ii) During the Employment Period, and excluding any
periods of vacation and sick leave to which the Executive is entitled, the
Executive agrees to devote substantially all of her attention and time during
normal business hours to the business and affairs of Fleet and to the extent
necessary to discharge the responsibilities assigned to the Executive hereunder.
The foregoing shall not limit the Executive from being involved in personal
investment, charitable and for-profit Board activities at a level commensurate
with her current level, subject to Company policy on new Board activities.
(b) COMPENSATION. (i) BASE SALARY. During the Employment
Period, the Executive shall receive an annual base salary ("Annual Base Salary")
of no less than $400,000. The Executive's Annual Base Salary shall be reviewed
at least annually. Any further increase in the Executive's Annual Base Salary
shall not serve to limit or reduce any other obligation to the Executive under
this Agreement. Annual Base Salary shall not be reduced after any such increase
and the term Annual Base Salary as utilized in this Agreement shall refer to the
Annual Base Salary as so increased. As used in this Agreement, the term
"affiliated companies" shall include any company controlled by, controlling or
under common control with Fleet.
(ii) ANNUAL BONUS. The Executive shall be entitled to
receive an annual bonus with respect to calendar year 2000 of not less than
$1,000,000, subject to the Executive's rights of deferral, which will be paid in
February 2001.
In the event the Executive's employment is terminated by Fleet without
Cause (as defined in Section 3 (b)), including by reason of the death or
disability of the Executive, or by the Executive with Good Reason (as defined in
Section 3 (c)), during any calendar year of the Employment Period, the Executive
or her estate shall be entitled to receive a pro rated bonus for that calendar
year.
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The amount of the pro rated bonus shall be the product of (i) a
fraction, the numerator of which is the number of days elapsed in the applicable
year, and the denominator of which is 365, multiplied by (ii) $1,000,000, or, if
higher, the bonus earned for any calendar year during the Employment Period,
whether or not such annual bonus has been paid.
(iii) OTHER EMPLOYEE BENEFIT PLANS. During the
Employment Period, (w) the Executive shall participate in all applicable savings
and retirement plans, practices, policies and programs of the Company on a basis
not less favorable than provided to similarly situated senior executives of the
Company; (x) the Executive shall be eligible to participate in short-term
incentive compensation plans and long-term incentive plans of the Company (the
latter to consist of plans offering stock options, restricted stock and or other
long-term incentive compensation); (y) the Executive and/or the Executive's
eligible dependents, as the case may be, shall be eligible for participation in,
and shall receive all benefits under, all applicable welfare benefit plans,
practices, policies and programs provided by the Company, including without
limitation, medical, prescription, dental, disability, salary continuance,
employee life insurance, group life insurance, accidental death and travel
accident insurance plans and programs, on the same basis and subject to the same
terms, conditions, cost-sharing requirements and the like as similarly situated
senior executives of the Company; and (z) the Executive shall be entitled to
receive fringe benefits on a basis not less favorable than provided to similarly
situated senior executive officers of the Company.
Upon the Effective Date of this Agreement, the Executive will be
granted 100,000 stock options (the "Options"). The Options will vest in equal
one-third increments beginning on the first anniversary of the date of grant and
will be subject to the terms and provisions of the underlying stock option
agreement.
If the Executive's employment is terminated by Fleet without Cause (as
defined in Section 3 (b)), including by reason of the death or disability of the
Executive, or by the Executive with Good Reason (as defined in Section 3 (c)),
at any time during the Employment Period, Fleet shall cause the Options, to the
extent then unvested, to become immediately and fully vested and, the Executive
will be deemed to be "retirement eligible" for purposes of any post-termination
exercise period.
(iv) RETIREMENT BENEFITS. If the Executive's
employment is terminated by Fleet without Cause (as defined in Section 3 (b)),
including by reason of death or disability of the Executive, or by the Executive
with Good Reason (as defined in Section 3 (c)), at any time during the
Employment Period or the Date of Termination occurs by reason of the expiration
of the Employment Period on December 31, 2003, the Executive shall be deemed to
have met the "rule of 85" for purposes of the calculation of the Executive's
retirement benefit. The retirement benefit shall be inclusive of the amounts
payable to the Executive or her survivor under any qualified or nonqualified
defined benefit pension plan or cash balance plan of Fleet, its predecessors or
their respective affiliates (collectively, the "Company Retirement Plans") and
any additional amounts payable under the Fleet Supplemental Executive Retirement
Plan.
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(v) INDEMNIFICATION/D & O INSURANCE. The Executive
shall be entitled to indemnification with respect to the performance of her
duties hereunder, and directors' and officers' liability insurance, on the same
terms and conditions as generally available to peer executives of Fleet. The
Company's obligations under this Section 2 (b) (v) shall survive the termination
of the Employment Period and this Agreement in accordance with the applicable
indemnity policy and directors' and officers' liability insurance of Fleet
maintained by the Company for other officers and directors.
3. TERMINATION OF EMPLOYMENT. (a) DEATH OR DISABILITY. The Executive's
employment shall terminate automatically upon the Executive's death during the
Employment Period. If the Executive cannot, because of physical or mental
disability, perform her material duties hereunder for 180 consecutive days, at
the end of such period, Fleet may give to the Executive written notice in
accordance with Section 3 (d) of this Agreement of its intention to terminate
her employment. In such event, the Executive's employment with Fleet shall
terminate effective on the 30th day after receipt of such notice by the
Executive, provided that, within the 30 days after such receipt, the Executive
shall not have returned to full-time performance of the Executive's material
duties.
(b) CAUSE. Fleet may terminate the Executive's employment
during the Employment Period for Cause. For purposes of this Agreement, "Cause"
shall mean:
(i) the willful and continued failure of the
Executive to perform substantially the Executive's duties with Fleet or one of
its affiliates (other than any such failure resulting from incapacity due to
physical or mental illness), after a written demand for substantial performance
is delivered to the Executive by the Board or the Chairman of Fleet, which
specifically identifies the manner in which the Board believes the Executive has
not substantially performed the Executive's duties; or
(ii) the willful engaging by the Executive in illegal
conduct or gross misconduct with regard to Fleet that is materially and
demonstrably injurious to the Company; or
(iii) conviction of a felony (other than a traffic
violation) or a guilty or nolo contrendere plea by the Executive with respect
thereto.
For purposes of this provision, no act or failure to act, on the part
of the Executive shall be considered "willful" unless it is done, or omitted to
be done, by the Executive in bad faith or without reasonable belief by the
Executive's action or omission was in the best interests of the Company. Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chairman or a senior
officer of Fleet, or based upon the advice of counsel for Fleet, shall be
conclusively presumed to be done, or omitted to be done, by the Executive in
good faith and in the best interests of Fleet.
(c) GOOD REASON. The Executive's employment may be terminated
by the Executive for Good Reason. For purposes of this Agreement, "Good Reason"
shall mean:
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(i) a material breach by Fleet of a material term of
this Agreement, after Fleet has been given a reasonable opportunity to cure such
breach and has failed to do so; or
(ii) any requirement by Fleet that the Executive's
services be rendered primarily at a location or locations other than Boston,
Massachusetts or Providence, Rhode Island, or any requirement by Fleet that the
Executive relocate more than thirty-five miles from her current location; or
(iii) the assignment to the Executive of any duties
or responsibilities inconsistent in any respect with those customarily
associated with the position (including status, office, title and reporting
requirements) to be held by the Executive during the applicable period pursuant
to this Agreement, the appointment of any other Executive to perform any of the
duties or responsibilities customarily associated with the position to be held
by the Executive during the applicable period pursuant to this Agreement, or any
other action by Fleet that results in a diminution or other material adverse
change in the Executive's position, authority, duties or responsibilities, other
than an isolated, insubstantial and inadvertent action that is not taken in bad
faith and is remedied by Fleet promptly after receipt of notice thereof from the
Executive; or
(iv) any failure by Fleet to comply with any
provision of Section 2 of this Agreement, other than an isolated, insubstantial
and inadvertent failure that is not taken in bad faith and is remedied by Fleet
promptly after receipt of notice thereof from the Executive; or
(v) any termination of employment by the Executive
during calendar year 2003 for any reason.
For purposes of this Section 3(c) any good faith determination of Good
Reason made by the Executive shall be conclusive.
(d) NOTICE OF TERMINATION. Any termination by Fleet for Cause,
or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 13 of
this Agreement. For purposes of this Agreement, a "Notice of Termination" means
a written notice which:
(i) indicates the specific termination provision in
this Agreement relied upon;
(ii) to the extent applicable, sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated; and
(iii) if the Date of Termination (as defined below)
is other than the date of receipt of such notice, specifies the termination date
(which date shall be not more than 30 days after the giving of such notice).
The failure by the Executive or Fleet to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of Good
Reason or Cause shall not waive any right
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of the Executive or Fleet, respectively, hereunder or preclude the Executive or
Fleet, respectively, from asserting such fact or circumstance in enforcing the
Executive's or Fleet's rights hereunder.
(e) DATE OF TERMINATION. "Date of Termination" means December
31, 2003, or if earlier:
(i) if the Executive's employment is terminated by
Fleet for Cause, or by the Executive for Good Reason, the date of receipt of the
Notice of Termination or any later date specified therein within 30 days of such
notice, as the case may be;
(ii) if the Executive's employment is terminated by
Fleet other than for Cause, or by Executive for other than Good Reason, the date
as specified in the Company's notice to the Executive, or the Executive's notice
to the Company, regarding such termination, as the case may be; or
(iii) if the Executive's employment is terminated by
reason of death or disability, the date as defined in Section 3(a) of this
Agreement.
4. OBLIGATIONS OF FLEET UPON TERMINATION. (a) If, during the Employment
Period, Fleet shall terminate the Executive's employment other than for Cause or
the Executive shall terminate for Good Reason, including for Good Reason as
defined in Section 3 (c) (v):
(i) the Executive shall remain on Fleet's payroll and
continue to be treated as an employee of Fleet until the end of the last day of
the twenty-fourth month following her Date of Termination (the "Severance
Period") for purposes of payment of Annual Base Salary and participation in the
Company's welfare (other than long-term disability), retirement, deferred
compensation and stock incentive plans and other equity plans, except as may be
separately provided for in this Agreement, and thereafter as a "retiree" under
them, provided further that the Executive shall remain eligible for additional
awards under any of Fleet's stock incentive plans and further provided that the
Executive shall be entitled receive a pro rated bonus for the year of
termination of active employment in accordance with the provisions of Section 2
(b) (ii) of this Agreement. In addition, the Executive shall be entitled to
benefits as outlined in Section 2 (b) (iii) and Section 2 (b) (iv). Further, the
continuation of the Executive on Fleet's payroll shall not prevent her from
commencing employment with another employer;
(ii) in addition to the payment of the Annual Base
Salary during the Severance Period under (i) above, for each twelve-month period
during the Severance Period, Fleet shall pay to the Executive an amount (the
"Bonus Amount") equal to the highest annual bonus paid to the Executive during
the Employment Period (payable at the same time as the regular management bonus
awards are paid, but in no event later than February 28 of each year), but in no
event shall the total of the Annual Base Salary and the Bonus Amount equal less
than $1.4 million for each twelve-month period during the Severance Period;
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(iii) to the extent not theretofore paid or provided,
Fleet shall timely pay or provide to the Executive any other amounts or benefits
required to be paid or provided or which the Executive is eligible to receive
under any plan, program, or policy or practice or contract or agreement of Fleet
and its affiliated companies through the Date of Termination (such other amounts
and benefits shall be hereinafter referred to as the "Other Benefits");
(iv) the Executive shall be deemed to have met the
"rule of 85"under the Company Retirement Plans as set forth in Section 2(b)(iv)
and distributions under said Company Retirement Plans will be governed by the
underlying plan documents except that to the extent permitted by the Company
Retirement Plans, the Executive shall have the same election rights as to the
form of benefits and commencement dates as if her Date of Termination was the
end of the Severance Period; and
(v) for purposes of distribution options under the
Executive Deferred Compensation Plan No. 2, the Executive will be treated as
having attained age 55 and completed at least five years of continuous service.
(b) If, during the Employment Period, Fleet shall terminate
the Executive's employment other than for Cause or the Executive shall terminate
for Good Reason, including Good Reason as defined in Section 3(c)(v), and the
Executive shall subsequently die during the Severance Period,
(i) Fleet shall continue to pay to the Executive's
estate the Annual Base Salary and Bonus Amount determined under Sections 4(a)(i)
and 4(a)(ii) above during the remainder of the Severance Period;
(ii) the Executive's spouse and eligible dependents
shall remain eligible for participation in, and shall receive all benefits
under, all applicable welfare benefit plans, practices, policies and programs
provided by the Company from time to time, including without limitation medical,
prescription and dental programs, during the remainder of the Severance Period;
and
(iii) subject to the third paragraph of Section
2(b)(iii) regarding the Options, equity grants awarded prior to the Executive's
death will be governed by the terms and conditions of the underlying restricted
stock agreement or stock option agreement, as the case may be.
(c) CAUSE; OTHER THAN FOR GOOD REASON; DEATH OR DISABILITY. If
the Executive's employment shall be terminated for Cause, or the Executive
terminates her employment without Good Reason, or the Executive shall die or is
terminated because of disability during the Employment Period, the Agreement
shall terminate without further obligations to the Executive other than the
obligation to pay to the Executive (w) her Annual Base Salary through the Date
of Termination, (x) Other Benefits, which in the case of the Executive's death
or disability, shall include death or disability benefits under Fleet's death or
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disability plan in which the Executive participates, in each case to the extent
theretofore unpaid, (y) in the case of death or disability, her pro rated bonus
amount, determined in accordance with Section 2 (b) (ii), and (z) as provided in
Section 2 (b) (iii) and Section 2 (b) (iv) above. In addition, in the case of
the Executive's death or disability, Fleet shall pay to the Executive or the
Executive's estate the amounts and benefits provided under Section 4 (b) with
the exception that the amounts and benefits under Section 4 (b) (i) and Section
4 (b) (ii) will begin on the Date of Termination and will continue until the end
of the last day of the twenty-fourth month following her Date of Termination.
5. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent
or limit the Executive's continuing or future participation in any plan,
program, policy or practice provided by Fleet or any of its affiliated companies
for which the Executive may qualify, nor shall anything in this Agreement limit
or otherwise affect such rights as the Executive may have under any contract or
agreement with the Company of any of its affiliated companies. Vested benefits
and other amounts that the Executive is otherwise entitled to receive under any
plan, policy, practice or program of, or any contract of agreement with, the
Company of any of its affiliated companies on or after the Date of Termination
shall be payable in accordance with the terms of each such plan, policy,
practice, program, contract or agreement, as the case may be, except as
explicitly modified by this Agreement.
6. NON-DUPLICATION OF BENEFITS. To the extent the Executive is or
becomes entitled to receive compensation and benefits payable in accordance with
the terms of an existing agreement (e.g., a change in control agreement or
severance agreement) to which the Executive and Fleet are parties, any
compensation and/or benefits that shall be or become payable according to the
terms and conditions of this Agreement will not be paid to the extent any
payment is deemed duplicative. In the event of a change in control of Fleet, and
to the extent the Executive becomes entitled to receive compensation and
benefits payable in accordance with the terms of the change in control agreement
then in effect, the basis for the determination of such compensation and
benefits shall be the base salary and the 2000 Annual Bonus (i.e., $1,000,000)
or such higher base salary and/or Annual Bonus as may be paid to the Executive
during the Employment Period
7. FULL SETTLEMENT. Fleet's obligation to make the payments provided
for in, and otherwise to perform its obligations under, this Agreement shall not
be affected by any set-off, counterclaim, recoupment, defense or other claim,
right or action that Fleet may have against the Executive or others. In no event
shall the Executive be obligated to seek other employment or take any other
action by way of mitigation of the amounts payable to the Executive under any
provisions of this Agreement and such amounts shall not be reduced, regardless
of whether the Executive obtains other employment.
8. CONFIDENTIAL INFORMATION. (a) The Executive shall hold in a
fiduciary capacity for the benefit of Fleet all secret or confidential
information, knowledge or data relating to Fleet or any of its affiliated
companies and their respective businesses that the Executive obtains during the
Executive's employment by Fleet or any of its affiliated companies and that is
not public knowledge (other than by acts by the Executive or representatives of
the Executive in violation of this Agreement). After termination of the
Executive's employment with Fleet, the
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Executive shall not, without the prior written consent of Fleet, or as may
otherwise be required by law or legal process, communicate or divulge any such
information, knowledge or data to anyone other than Fleet and those designated
by it.
(b) In the event of a breach or a threatened breach of Section
8(a), the Executive agrees that Fleet shall be entitled to injunctive relief in
a court of appropriate jurisdiction to remedy any such breach or threatened
breach, the Executive acknowledges that damages would be inadequate and
insufficient.
(c) Any termination of the Executive's employment or of this
Agreement shall have no effect on the continuing operation of Section 8.
9. MUTUAL RELEASES. On the Date of Termination, the Executive and Fleet
agree to execute the releases attached as Exhibit A hereto. The Executive agrees
that her right to receive the benefits set forth in Section 4 are conditioned
upon her executing and not revoking the release, provided Fleet delivers its
reciprocal release.
10. INDEMNIFICATION; ATTORNEYS' FEES. The Company shall pay or
indemnify the Executive to the full extent permitted by law and the by-laws of
Fleet for all expenses, costs, liabilities and legal fees which the Executive
may incur in the discharge of her duties hereunder. The Company also agrees to
pay, as incurred, to the fullest extent permitted by law, or indemnify the
Executive if such payment is not legally permitted, for all legal fees and
expenses that the Executive may in good faith incur as a result of any contest
by the Company, the Executive or others of the validity or enforceability of or
liability under, or otherwise involving, any provision of this Agreement,
together with interest on any delayed payment at the applicable federal rate
provided for in Section 7872(f)(2)(A) of the Internal Revenue Code (the "Code").
11. SUCCESSORS. (a) This Agreement is personal to the Executive and
without the prior written consent of Fleet shall not be assignable by the
Executive other than by will or the laws of descent and distribution, except
that upon the Executive's death after the Employment Period any amounts due
hereunder shall be paid to her estate or beneficiary, as the case may be. If the
Executive shall die prior to the expiration of the Employment Period or, if
applicable, the Severance Period, the Executive's estate shall be entitled to
the remaining payments and benefits as described in Section 4(b) and Section
4(c), as the case may be. This Agreement shall inure to the benefit of and be
enforceable by the Executive's legal representatives.
(b) This Agreement shall inure to the benefit of and be
binding upon Fleet and its successors and assigns.
(c) Fleet will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Fleet to assume expressly
and to agree to perform this Agreement in the same manner and to the same extent
that Fleet would be required to perform it if no such succession had taken
place. As used in this Agreement, "Company" shall mean Fleet as hereinbefore
defined and any successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of law, or otherwise.
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12. ADDITIONAL PAYMENT. It is the intention of the parties hereto that
no part of any payment or distribution hereunder will be treated as an "excess
parachute payment" for purposes of the excise tax (the "Excise Tax") imposed
under section 4999 of the Internal Revenue Code of 1986, as amended (the
"Code"). If, however, an Excise Tax is imposed upon any such payment or
distribution or any other payment or deemed payment made to the Executive, then
the Company shall make an additional payment to the Executive in accordance with
the terms and conditions set forth in Section 9 of an Amended and Restated
Agreement dated as of October 15, 1997 between the Company and the Executive.
13. MISCELLANEOUS. (a) This Agreement shall be governed by and
construed in accordance with the laws of the state of Rhode Island, without
reference to principles of conflict of laws. The captions of this Agreement are
not part of the provisions hereof and shall have no force or effect. This
Agreement may not be amended or modified otherwise than by a written agreement
executed by the parties hereto or their respective successors and legal
representatives.
(b) All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:
If to the Executive:
[ ]
If to Fleet:
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: General Counsel
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
(c) The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
(d) The Company may withhold from any amounts payable under
this Agreement such Federal, state, local or foreign taxes as shall be required
to be withheld pursuant to any applicable law or regulation.
(e) The Executive's or Fleet's failure to insist upon strict
compliance with any provision of this Agreement or the failure to assert any
right the Executive or Fleet may have hereunder shall not be deemed to be a
waiver of such provision or right or any other provision or right of this
Agreement.
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(f) From and after the date hereof, this Agreement shall
supersede any other employment, severance or change in control agreement between
the parties with respect to the subject matter hereof, provided that this
Agreement shall not supersede the change in control or severance agreement
between the parties if a change of control (as defined therein) occurs prior to
the Date of Termination, except to the extent that such agreements and this
Agreement would provide duplicative benefits.
(g) The rights and benefits of the Executive under this
Agreement may not be anticipated, assigned, alienated or subject to attachment,
garnishment, levy, execution or other legal or equitable process except as
required by law. Any attempt by the Executive to anticipate, assign, sell,
transfer, pledge, encumber or charge the same shall be void. Payments hereunder
shall not be considered assets of the Executive in the event of insolvency or
bankruptcy.
IN WITNESS WHEREOF, the Executive has hereunto set the
Executive's hand and, pursuant to the authorization from its Board of Directors,
Fleet has caused these presents to be executed in its name on its behalf, all as
of the day and year first written above.
/s/ M. XXXX XXXXXXX
----------------------------------
M. Xxxx Xxxxxxx
FLEETBOSTON FINANCIAL CORPORATION
/s/ XXXXXXX X. XXXXXXXXXX
-------------------------
By: Xxxxxxx X. Xxxxxxxxxx
Title: Executive Vice President
General Counsel & Secretary
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EXHIBIT A
GENERAL RELEASE
THIS GENERAL RELEASE is entered into between FleetBoston
Financial Corporation, a Rhode Island Corporation (the "Company") and M. Xxxx
Xxxxxxx (the "Executive") as of the _____ day of __________, ____. The Company
and the Executive agree as follows:
1. Employment Status. The Executive's employment with the Company has
terminated effective as of __________ __, _____.
2. Payment and Benefits. Upon acceptance of the terms set forth herein,
the Company as of the date of termination shall provide the Executive
with the payments and benefits set forth in the Employment Agreement
between the Company and the Executive, dated as of March 3, 2000 (the
"Employment Agreement"), and the amounts otherwise due to the Executive
upon such termination under the Company's plans and programs.
3. No Liability. This Release does not constitute an admission by the
Company, or any of its subsidiaries, affiliates, divisions, trustees,
officers, directors, partners, agents, or employees, of any unlawful
acts or of any violation of federal, state or local laws.
4. Release. In consideration of the payments and benefits set forth in the
Employment Agreement, the Executive for herself, or her heirs,
administrators, representatives, executors, successors and assigns
(collectively, the "Executive Releasors") does hereby irrevocably and
unconditionally release, acquit and forever discharge the Company and
its subsidiaries, affiliates, divisions, successors, assigns, trustees,
officers, directors, partners, agents, and former and current
employees, including without limitation, all persons acting by,
through, under or in concert with any of them (collectively, the
"Company Releasees"), and each of them from any and all charges,
complaints, claims, liabilities, obligations, promises, agreements,
controversies, damages, remedies, actions, causes of action, suits,
rights, demands, costs, losses, debts and expenses (including
attorneys' fees and costs ) of any nature whatsoever, known or unknown,
whether in law or equity and whether arising under federal, state or
local law and in particular any claim for discrimination based upon
race, color, ethnicity, sex, age (including the Age Discrimination
Employment Act of 1967), national origin, religion, disability, or any
other unlawful criterion or circumstance, which Executive Releasors
had, now have, or may claim to have in the future against each or any
of the Company Releasees from the beginning of the world until the date
of the execution of this Release relating to the Executive's employment
with the Company and its subsidiaries and affiliates; provided,
however, that nothing herein shall release the Company from the
obligation to make the payments described in the Employment Agreement
prior to the satisfaction of such payments in full and to indemnify the
Executive in accordance with Section 2(b)(v) of the Employment
Agreement.
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5. Bar. The Executive acknowledges and agrees that if she should hereafter
make any claim or demand or commence or threaten to commence any
action, claim or proceeding against the Company Releasees with respect
to any cause, matter or thing which is the subject of Paragraph 4 of
this Release, this Release may be raised as a complete bar to any such
action, claim or proceeding, and the applicable Company Releasees may
recover from the Executive all costs incurred in connection with such
action, claim or proceeding, including attorneys' fees.
6. Governing Law. This Release shall be governed by and construed in
accordance with the laws of the State of Rhode Island.
7. Acknowledgement. The parties hereto have read this Release, understand
it, and voluntarily accept its terms, and the Executive acknowledges
that she has been advised by the Company to seek the advice of legal
counsel before entering into this Release, and has been provided with a
period of twenty-one (21) days in which to consider entering into this
Release.
8. Revocation. The Executive has a period of seven (7) days following the
execution of this Release during which the Executive may revoke this
Release, and this Release shall not become effective or enforceable
until such revocation period has expired.
9. Counterparts. This Release may be executed by the parties hereto in
counterparts, which taken together shall be deemed one original.
IN WITNESS WHEREOF, the parties have executed this Release on the date
first set forth above.
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M. Xxxx Xxxxxxx
FLEETBOSTON FINANCIAL CORPORATION
-----------------------------
By:
Title:
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GENERAL RELEASE
THIS GENERAL RELEASE is executed and delivered by FleetBoston Financial
Corporation, a Rhode Island Corporation (the "Company") to M. Xxxx Xxxxxxx (the
"Executive").
1. Release. The Company, on its own behalf and on behalf of its
subsidiaries and affiliates, agree to and do hereby irrevocably and
unconditionally release, acquit and forever discharge the Executive,
her heirs, executors, and administrators (hereinafter collectively
referred to as the "Executive Releasees"), with respect to and from any
and all charges, complaints, claims, liabilities, obligations,
promises, agreements, controversies, damages, remedies, actions, causes
of action, suits, rights, demands, costs, losses, debts and expenses of
any kind whatsoever, known or unknown, whether in law or equity and
whether arising under federal, state or local law for, upon, or by
reason or, any matter, course or thing whatsoever from the beginning of
the world until the date of the execution of this Release relating to
the Executive's employment with the Company and its subsidiaries and
affiliates; provided, however, that nothing herein shall release the
Executive from the obligations or restrictions arising under or
referred to or described in Section 8 of the Employment Agreement
between the Company and the Executive dated as of March 3, 2000 (the
"Employment Agreement"), or impair the right or ability of the Company
to enforce such provisions in accordance with the terms of the
Employment Agreement. All claims released by the undersigned pursuant
to this Release shall collectively be referred to herein as the
"Released Company Claims." Notwithstanding the foregoing, in no event
shall the Released Company Claims include any claims involving fraud,
or willful misconduct with respect to the Company on the part of the
Executive, which fraud or willful misconduct is not known to an Officer
of the Company as of March 3, 2000.
2. Bar. The Company, on its own behalf and on behalf of its subsidiaries
and affiliates, acknowledges and agrees that if it should hereafter
make any claim or demand or commence or threaten to commence any
action, claim or proceeding against the Executive Releasees with
respect to any cause, matter or thing which is the subject of Paragraph
1 of this Release, this Release may be raised as a complete bar to any
such action, claim or proceeding, and the applicable Executive
Releasees may recover from the Company, its subsidiaries and affiliates
all costs incurred in connection with such action, claim or proceeding,
including attorneys' fees.
3. Governing Law. This Release shall be governed by and construed in
accordance with the laws of the State of Rhode Island.
4. Successors. This Release shall be binding upon the Company, its
subsidiaries and affiliates and their successors and assigns.
5. Counterparts. This Release may be executed by the parties hereto in
counterparts, which taken together shall be deemed one original.
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IN WITNESS WHEREOF, this Release has been executed on behalf of each of
the Company and the Executive on this ___ day of __________, ____.
------------------------------
M. Xxxx Xxxxxxx
FLEETBOSTON FINANCIAL CORPORATION
-----------------------------
By:
Title:
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