Exhibit 10(x)
April 23, 2001
Xx. Xxxxxxx X. XxXxxxxxx
00 Xxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Dear Rich:
This letter (the "Agreement") confirms the terms and conditions of your
employment with Bank of America Corporation (the "Company") for the two-year
period (the "Term") beginning on your start date, February 26, 2001 (the "Start
Date"), and ending on February 26, 2003. This Agreement is not intended to
describe the terms and conditions that would apply to your employment with the
Company for periods after February 26, 2003.
. Your corporate title will be Executive Vice President. You will hold
the position of President of the Asset Management Group reporting
directly to Mr. Xxx Xxxxx. For purposes of this Agreement, references
to the Asset Management Group include the businesses currently
denominated as Private Banking, BACAP and BAISI. You will perform your
duties hereunder at the Company's offices in the Borough of Manhattan
in the City of New York, New York, with such business travel to other
locations as may be necessary in connection with the performance of
your responsibilities.
. You will receive a salary of $41,666.66 per month ($500,000.00
annualized), less appropriate taxes.
. You will be eligible for an annual target cash incentive award for
each calendar year during the Term of $5,000,000, payable each
February after the applicable year, less appropriate taxes. Your cash
incentive awards will be paid under the terms of our Bank of America
Equity Incentive Plan 2000 (the "Equity Incentive Plan"), which pays a
portion of any annual incentive awards in the form of restricted stock
units ("RSUs"). If you terminate for any reason other than cause,
these shares will be fully vested.
. You will receive options to purchase 310,000 shares of the Company's
Common Stock ("Common Stock") on March 1, 2001 (the "Grant Date"),
one-third of which will vest on each of the first, second and third
anniversaries of the Grant Date.
. Your target stock option award for 2001 performance (to be granted in
February 2002) is 210,000 shares. All stock and options awarded to you
will provide that you will be treated as a retiree if you terminate
employment with the Company (other than for "Cause" as defined below)
after having completed at least 5 years of service with the Company.
. Subject to the terms of this paragraph, the Company will pay you an
amount sufficient to compensate you for any reasonable losses incurred
by you as a result of the forfeiture of any options or restricted
stock units that occur in connection with the termination of your
employment with your former employer (such amounts being referred to
herein as "Loss Amounts"). You will use reasonable best efforts to
limit the Loss Amounts. The loss amounts will be paid to you on the
earlier to occur of (1) the end of the Term or (2) the date your
employment is terminated by the Company other than for Cause or by you
for Good Reason.
OTHER TERMS AND CONDITIONS
. If your employment is terminated during the Term (i) by the Company
without Cause or (ii) by you for "Good Reason" (as defined below),
then: (A) you will receive a lump sum payment equal to your base
salary for the remainder of the term; (B) your target annual cash
incentive award for the year of termination and (C) an amount equal to
the difference between the exercise price and the fair market value of
any unvested options as of the date of your termination, less
appropriate taxes. If your employment is terminated within one year
after the term, for the reasons outlined above, you will receive a
lump sum payment of the amount described in (C).
. For purposes of this Agreement, "Cause" shall mean: (I) the commission
of an act of fraud or dishonesty in the course of your employment;
(ii) conviction of (or a plea of no contest with respect to) a crime
constituting a felony; or (iii) conviction of (or a plea of no contest
with respect to) a crime involving any act of fraud, dishonesty or
moral turpitude materially injurious to the Company or any of its
subsidiaries.
. For purposes of this Agreement, "Good Reason" shall mean (i) any
material breach by the Company of its obligations under this
Agreement, which breach is not cured by the Company within ten days
after you give the Company written notice of such breach, (ii) any
material diminution of your responsibilities or authority as an
officer of the Company or as President of the Asset Management Group
reporting directly to Xx. Xxxxx, or any reorganization or
restructuring of the Asset Management Group that materially reduces
the businesses operating under your authority, or (iii) any
requirement that you perform your duties under this Agreement
principally in an office located outside of the Borough of Manhattan
in the City of New York, New York.
. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
. This Agreement constitute the entire and final expression of the
agreement of the parties with respect to the subject matter hereof and
supersede all prior agreements, oral and written, between the parties
hereto with respect to the subject matter hereof This Agreement may
only be modified or amended by an instrument in writing signed by both
parties hereto.
If you have any questions or if there is any way I can help you further, please
do not hesitate to call. Please indicate your agreement to the foregoing terms
by signing and returning the enclosed counterpart of this Agreement, whereupon
this Agreement shall be a binding agreement between the company and you.
Sincerely,
BANK OF AMERICA CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Personnel Executive
Bank of America
Acknowledged and Agreed:
/s/ Xxxxxxx X. XxXxxxxxx 4/24/01
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Xxxxxxx X. XxXxxxxxx Date
