Exhibit 10(e)
AMENDMENT TO
EMPLOYMENT AGREEMENT
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The Employment Agreement by and between FLEET FINANCIAL GROUP, INC., a
Rhode Island corporation (the "Company"), and XXXXXXXX X. XXXXXX (the
"Executive"), dated as of March 14, 1999 (the "Agreement") is hereby amended,
effective as of March 30 , 2000, as set forth below.
1. Section 5(a)(i)(A) of the Agreement is hereby restated in its
entirety to read as follows:
(A) the "Severance Payments" as defined in Section 6.1 of the Prior
Agreement (including without limitation payment to the Executive on
account of the items described in paragraph (C) of such Section
6.1), representing the amounts and benefits to which the Executive
would have been entitled under the Prior Agreement, as determined by
the Auditor (as defined in Section 5(d)) no later than 30 days after
the execution of this Agreement, plus interest from the Effective
Date to the date of the payment of such Severance Payments (the
"Interest Term"), at an annual rate equal to the "prime" rate as in
effect from time to time (subject to the limitation that the average
interest rate used during the Interest Term shall in no event exceed
10%), compounded daily (the "New Severance Payment"), provided that,
notwithstanding the foregoing, if the Executive's employment is
terminated other than by the Company without Cause or by the
Executive for Good Reason prior to the second anniversary of the
Effective Date, the Executive shall not be entitled to receive the
New Severance Payment and shall instead be entitled to receive the
Severance Payments as defined in Section 6.1 of the Prior Agreement
without interest thereon and, provided, further that the Executive
may elect to reduce the Severance Payments by the amount described
in paragraph (B) of Section 6.1 of the Prior Agreement and, in lieu
thereof, receive for a period of three years following the Date of
Termination the continuation of the benefits described in Section
3(d)(ii); and
2. Section 5(b) of the Agreement is hereby amended by adding the
following sentence at the end thereof.
Notwithstanding anything contained in this Agreement to the
contrary, if the Executive voluntarily terminates employment, other
than for Good Reason, prior to the second anniversary of the
Effective Date, the Executive shall not be entitled to receive the
New Severance Payment and shall instead be entitled to receive the
Severance Payments as defined in Section 6.1 of the Prior Agreement
without interest thereon.
IN WITNESS WHEREOF, the Executive and the Company have caused this
Amendment to the Agreement to be entered into, as of the day and year set forth
above.
/s/ XXXXXXXX X. XXXXXX
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XXXXXXXX X. XXXXXX
FLEET BOSTON CORPORATION
By: /s/ XXXXXX X. XXXXXXX
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Title: Vice Chairman and Chief Financial Officer
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[FleetBoston Financial Xxxxxxxxxx]
Xxxxx 0, 0000
Xxxxxxxx X. Xxxxxx
Vice Chairman, Investment Services
Fleet Boston Corporation
Xxx Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Dear Xxxx:
This letter is to confirm our understanding that, in the event of a
termination of your employment with Fleet Boston Corporation prior to the second
anniversary of the Effective Date (as defined in Section 1 of the Employment
Agreement between you and Fleet Boston Corporation (formerly Fleet Financial
Group, Inc.), dated March 14, 1999, as amended (the "Employment Agreement")) due
to your death or Disability (as defined in Section 4(a) of the Employment
Agreement) that entitles you to receive the payments set forth in Section
5(a)(i) of the Employment Agreement, you, or in the event of your death your
legal representative, will be entitled to receive the New Severance Payment (as
defined in Section 5(a)(i)(A) of the Employment Agreement), notwithstanding
anything to the contrary contained in Section 5(a)(i)(A) of the Employment
Agreement.
As acknowledgement of this understanding, please return a signed copy of
this letter to Xxxxxxx Xxxxxx.
Sincerely,
/s/ XXXXXX X. XXXXXXX
Xxxxxx X. XxXxxxx
Acknowledged and Agreed:
/s/ XXXXXXXX X. XXXXXX Dated: March 30, 2000
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