EXHIBIT 10 (L)
BANKBOSTON CORPORATION
DIRECTOR STOCK AWARD PLAN
(As amended, effective July 1, 1998)
1. Purpose.
The BankBoston Corporation Director Stock Award Plan (the "Plan") has been
adopted to assist in attracting and retaining non-employee members of the
Corporation's Board of Directors and to promote identification of their
interests with those of stockholders of the Corporation.
2. Definitions.
As used herein, the following words or terms have the meanings set forth
below:
2.1 "Affiliate" means any business entity that is directly or indirectly
controlled by the Corporation or any entity in which the Corporation has a
significant equity interest, as determined by the EVP, Human Resources.
2.2 "Annual Cash Retainer" means the annual cash retainer for Non-
Employee Directors, exclusive of meeting fees and committee retainers.
2.3 "Award" means the Shares awarded under the Plan.
2.4 "Award Date" means January 1 and July 1 of each year, commencing on
July 1, 1993.
2.5 "Award Period" means a six-month period immediately preceding each
Award Date; provided, however, that the initial Award Period under the Plan
shall begin on May 1, 1993 and shall end on June 30, 1993.
2.6 "Board of Directors" means the Board of Directors of the Corporation.
2.7 "Common Stock" means the Common Stock, par value $1.00 per share, of
the Corporation.
2.8 "Corporation" means BankBoston Corporation, a corporation established
under the laws of the Commonwealth of Massachusetts.
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2.9 "EVP, Human Resources" means the Executive Vice President, Human
Resources, of the Corporation.
2.10 "Fair Market Value," in the case of a share of Common Stock on a
particular day, means the closing price of the Common Stock for that day as
reported in the "New York Stock Exchange Composite Transactions" section of the
Eastern Edition of The Wall Street Journal, or if no prices are quoted for that
day, for the last preceding day on which such prices of Common Stock are so
quoted. In the event "New York Stock Exchange Composite Transactions" cease to
be reported, the EVP, Human Resources, shall adopt some other appropriate method
for determining Fair Market Value.
2.11 "Full Award" means a number of Shares (rounded to the nearest whole
share) having an aggregate Fair Market Value on the last business day of the
immediately preceding Award Period equal to 70% of the Annual Cash Retainer in
effect at the beginning of such Award Period.
2.12 "Non-Employee Director" means as of any date a person who on such
date is a director of the Corporation and is not an employee of the Corporation
or any Affiliate. A director of the Corporation who is also an employee of the
Corporation or any Affiliate shall become eligible to participate in the Plan
upon termination of such employment.
2.13 "Prorated Award" means a Full Award multiplied by a fraction, the
numerator of which is the number of days that a person served as a Non-Employee
Director during the immediately preceding Award Period and the denominator of
which is the total number of days in such Award Period.
2.14 "Shares" means shares of Common Stock.
3. Effective Date.
The Plan shall become effective on May 1, 1993, subject to the approval of
the Corporation's stockholders at the Corporation's 1993 Annual Meeting of
Stockholders.
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4. Administration.
4.1 The Plan shall be administered by the EVP, Human Resources. Subject
to the provisions set forth herein, the EVP, Human Resources, shall have full
authority to construe and interpret the terms of the Plan and to make all
determinations and take all other actions necessary or advisable for the
administration of the Plan, except that the persons entitled to receive Awards
and the dates and amounts of such Awards shall be determined as provided in
Article 7, and the EVP, Human Resources, shall have no discretion as to such
matters. The EVP, Human Resources, may delegate to one or more officers of the
Corporation or any Affiliate the authority to perform administrative functions
under the Plan.
4.2 Any determinations or actions made or taken by the EVP, Human
Resources, pursuant to this Article shall be binding and final.
5. Shares Available for Awards.
5.1 The maximum number of Shares that may be issued under the Plan shall
be 200,000*, subject to adjustment in accordance with the provisions of Section
5.2. Shares issued under the Plan may consist in whole or in part of authorized
but unissued shares or treasury shares.
5.2 In the event of any change in the outstanding shares of Common Stock
by reason of a stock dividend or distribution, stock split, recapitalization,
combination or exchange of shares, or by reason of any merger, consolidation,
spinoff or other corporate reorganization in which the Corporation is the
surviving corporation, the number and kind of Shares awarded thereafter in each
grant under the Plan and the total number and kind of Shares that may be issued
under the Plan shall be equitably adjusted by the Board of Directors, whose
determination shall be binding and final.
6. Eligibility.
Awards shall be made only to Non-Employee Directors, as provided in Article
7.
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* As adjusted for the Corporation's two-for-one stock split, effective as of
June 22, 1998.
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7. Awards.
In consideration of past services rendered, on each Award Date, each person
who is then a Non-Employee Director shall, automatically and without necessity
of any action by the EVP, Human Resources, be entitled to receive (i) a Full
Award, in the case of a person who was a Non-Employee Director during all of the
immediately preceding Award Period or (ii) a Prorated Award, in the case of a
person who was a Non-Employee Director for less than all of such Award Period.
Stock certificates representing Awards shall be delivered to Non-Employee
Directors as soon as practicable following each Award Date, unless other
arrangements are made with the Corporation by the Non-Employee Director. In
lieu of receiving Shares following each Award Date, each Non-Employee Director
may elect to defer the receipt of his or her Shares under the Plan in accordance
with Section 8 below. Awards hereunder shall be in addition to, and not in lieu
of, the Non-Employee Director's Annual Cash Retainer, meeting fees and other
compensation payable to each Non-Employee Director as a result of his or her
service on the Board of Directors or any committee thereof.
8. Deferral of Awards.
8.1 Election of Deferral. A Non-Employee Director may elect to defer all
of his or her Awards otherwise payable in or for a calendar year, subject to
such conditions as the EVP, Human Resources, may prescribe prior to the start of
such calendar year. A Non-Employee Director's election of deferral shall be in
the form prescribed by the EVP, Human Resources, and must be filed prior to the
first day of the calendar year for which the Awards are earned. Each election
shall be binding with respect to the Awards for such calendar year and shall be
irrevocable after January 1 of the calendar year to which it applies. A new
Non-Employee Director must make an election of deferral within 30 days of the
date upon which he or she first becomes a director of the Corporation. A new
election of deferral must be filed for each calendar year.
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8.2 Share Deferral Account. The Corporation shall maintain a Share
Deferral Account on behalf of each Non-Employee Director who files an election
of deferral pursuant to Section 8.1. On each Award Date, the Corporation shall
credit to such Account the number of Shares otherwise payable to the Non-
Employee Director as a Full or Prorated Award, if not deferred.
8.3 Dividend Credits. As of each date a dividend is paid on the Common
Stock, the Corporation shall credit to each Non-Employee Director's Share
Deferral Account the number of Shares (rounded to the nearest thousandth of a
share) determined by multiplying the total number of Shares credited to such
account as of the dividend record date by the per share dividend amount, and
then dividing the product by the Fair Market Value of a share of Common Stock on
the dividend payment date.
8.4 Form and Timing of Distribution. Upon a Non-Employee Director's
ceasing to be a director of the Corporation, credits to such Non-Employee
Director's Share Deferral Account shall be distributed to him or her in whole
shares of Common Stock (together with cash in lieu of a fractional share) as
soon as practicable following his or her retirement or termination as a
director. If a Non-Employee Director dies before receiving distribution of his
or her Share Deferral Account, distribution shall be made to such Non-Employee
Director's designated beneficiary or, in the absence of a designated beneficiary
or if the designated beneficiary does not survive the Non-Employee Director,
distribution shall be made to such Non-Employee Director's estate.
9. General Provisions.
9.1 Non-Assignability. No right to receive an Award hereunder shall be
transferable or assignable by a Plan participant other than by will or the laws
of descent and distribution.
9.2 No Right to Service. Participating in the Plan does not constitute a
guarantee or contract of service as a director.
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9.3 Amendment and Termination. The Board of Directors may amend, suspend
or terminate the Plan or any portion thereof at any time; provided, however,
that the provisions of the Plan relating to the determination of persons
entitled to receive Awards pursuant to Article 7 and the dates and amounts of
such Awards shall not be amended more than once every six months, other than to
comport with changes in the Internal Revenue Code of 1986, as amended, the
Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder.
9.4 Registration of Shares. Nothing in the Plan shall be construed to
require the Corporation to register under the Securities Act of 1933, as
amended, any Shares awarded under the Plan.
9.5 Governing Law. The provisions of the Plan shall be governed by and
interpreted in accordance with the laws of the Commonwealth of Massachusetts.