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EXHIBIT 10(h)
BANK OF BOSTON CORPORATION
1991 Long-Term Stock Incentive Plan
(As amended through January 27, 1994)
1. Purpose.
The Bank of Boston Corporation 1991 Long-Term Stock Incentive Plan
(the "Plan") has been adopted to encourage and create 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 meeting 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. The masculine gender is used throughout the Plan but is intended
to apply to members of both sexes.
2.1. "Affiliate" means any business entity that is directly or
indirectly controlled by the Corporation or any
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entity in which the Corporation has a significant equity interest, as
determined by the Committee or the Board of Directors.
2.2. "Award" means any Option, Stock Appreciation Right or Restricted
Stock granted under the Plan.
2.3. "Board of Directors" 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 of Directors" shall mean only such
directors who are disinterested persons within the meaning of Rule 16b-3 under
the Exchange Act or any successor rule.
2.4. "Code" means the Internal Revenue Code of 1986, as amended from
time to time, or any successor statute.
2.5. "Committee" means the Compensation and Nominating Committee of
the Board of Directors. "Committee," whenever action is to be taken under the
Plan with respect to a Reporting Person, shall mean only such members who are
disinterested persons within the meaning of Rule 16b-3 under the Exchange Act
or any successor rule. To the extent that the Committee delegates its power to
make Awards as permitted by 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.
2.6. "Common Stock" or "Stock" means the Common Stock of the
Corporation.
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2.7. "Corporation" means Bank of Boston Corporation, a corporation
established under the laws of the Commonwealth of Massachusetts.
2.8. "Designated Beneficiary" means the beneficiary designated by a
Participant, in a manner determined by 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.
2.9. "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 First National Bank of Boston or any successor
plan.
2.10. "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor statute.
2.11. "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 "NYSE-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
"NYSE-Composite Transactions" cease to be reported, the Committee shall adopt
some other appropriate method for determining Fair Market Value.
2.12. "Incentive Stock Option" means an Option which is intended to
satisfy the requirements of Section 422(b) of
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the Code or any successor provision.
2.13. "Nonstatutory Stock Option" means an Option which is not
intended to qualify as an Incentive Stock Option.
2.14. "Option" means an Incentive Stock Option or a Nonstatutory
Stock Option.
2.15. "Participant" means an individual selected by the Committee or
the Board of Directors to receive an Award under the Plan.
2.16. "Reporting Person" means a person required to file reports under
Section 16(a) of the Exchange Act or any successor statute.
2.17. "Restricted Stock" means shares of Common Stock awarded to a
Participant, subject to such forfeiture provisions or restrictions on transfer,
if any, as may be established by the Committee or the Board of Directors.
2.18. "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.
2.19. "Stock Appreciation Right" or "SAR" means a right to receive the
excess, if any, of the Fair Market Value of a
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share of Common Stock on the date the Stock Appreciation Right is exercised
over the grant price of the SAR.
2.20. "Termination for Cause" means the termination of a Participant's
employment due to any act which, in the discretion of the Committee or the
Board of Directors, as the case may be, is deemed inimical to the best
interests of the Corporation or any Affiliate, including, but not limited to:
(i) willful and gross misconduct in respect of the Participant's duties for the
Corporation or the Affiliate, (ii) conviction of a felony or perpetration of a
common law fraud, (iii) willful failure to comply with applicable laws or
regulations with respect to the execution of the Corporation's or the
Affiliate's businesses or (iv) 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.
The Plan shall become effective upon its approval by the Corporation's
stockholders, and Awards may be granted under the Plan from and after the date
of such approval. No Awards may be made under the Plan after December 31,
1996, but Awards theretofore granted may extend beyond that date.
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, to interpret the terms of the Plan and of
Awards
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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 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 of Directors shall have full authority to determine the
provisions of Awards made under the Plan to (i) the Chairman of the Board of
Directors, President and any Vice Chairman of the Board of the Board of
Directors and (ii) any other officer or officers that the Board of Directors,
upon recommendation of the Committee, shall designate.
4.3. The decision of the Committee or the Board of Directors on any
matter as to which the Committee or the Board of Directors is given authority
under Sections 4.1 and 4.2 above shall be final and binding on all persons
concerned.
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5. Shares Subject to the Plan.
5.1. The maximum number of shares of Common Stock that will be
available for issuance under the Plan shall be 7,447,749, subject to adjustment
in accordance with the provisions of Section 5.3. Shares issued under the Plan
may consist in whole or in part of authorized but unissued shares or treasury
shares.
5.2. If any Award in respect of shares of Common Stock expires or is
terminated unexercised or is forfeited for any reason or settled in a manner
that results in fewer shares outstanding than were initially awarded, including
without limitation the surrender of shares as full or partial payment for the
Award or any tax obligation thereon, the shares subject to such Award or so
surrendered, as the case may be, to the extent of such expiration, termination,
forfeiture or decrease, shall remain available for issuance under the Plan.
5.3. In the event of a stock dividend, stock split or other change in
corporate structure or capitalization affecting the Common Stock or any other
transaction (including, without limitation, an extraordinary cash dividend)
which, in the determination of the Committee or the Board of Directors, affects
the Common Stock such that an adjustment is required in order to preserve the
benefits or potential benefits intended to be made available under the Plan,
then the Committee or the Board of Directors shall equitably adjust any or all
of (i) the number and kind of
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shares in respect of which Awards may be made under the Plan, (ii) the number
and kind of shares subject to outstanding Awards, and (iii) the Option or grant
price with respect to any of the foregoing, provided that the number of shares
subject to any Award shall always be a whole number. In the event of any
merger, consolidation, dissolution or liquidation of the Corporation, the
Committee or the Board of Directors, in its sole discretion, may, as to any
outstanding Awards, make such substitution or adjustment in the aggregate
number of shares reserved for issuance under the Plan and in the number and
purchase price (if any) of shares subject to such Awards as it may determine,
make outstanding Awards fully exercisable, or amend or terminate such Awards
upon such terms and conditions as it shall provide (which, in the case of the
termination of the vested portion of any Award, shall require payment or other
consideration which the Committee or the Board of Directors deems equitable in
the circumstances).
6. Eligibility for Awards.
Any officer or employee of the Corporation or its Affiliates who, in
the opinion of the Committee or the Board of Directors, is in a position to
have a significant effect upon the Corporation's business and consolidated
earnings, shall be eligible to receive an Award under the Plan.
7. Grant of Awards.
7.1. From time to time while the Plan is in effect, the Committee or
the Board of Directors pursuant to Section 4.2,
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may, in the absolute discretion of each, select from among the persons eligible
to receive Awards (including persons to whom Awards were previously granted)
those persons to whom Awards are to be granted.
7.2. The Committee or the Board of Directors, as the case may be,
shall, in the absolute discretion of each, determine the number of shares of
Common Stock or SARs to be subject to each Award made by it under the Plan.
8. Options.
8.1. Incentive Stock Options or Nonstatutory Stock Options. Options
granted under the Plan may be either Incentive Stock Options or Nonstatutory
Stock Options, as the Committee or the Board of Directors, as the case may be,
shall determine at the time of each grant of Options hereunder. The terms and
conditions of Incentive Stock Options shall be subject to and comply with
Section 422(b) of the Code or any successor provision, and any regulations
thereunder.
8.2. Option Price. The Option price per share of Common Stock, with
respect to each Option, shall not be less than the Fair Market Value per share
at the time the Option is granted.
8.3. Period of Options. An Option shall be exercisable during such
period of time as the Committee or the Board of Directors may specify, subject,
in the case of Incentive Stock Options, to any limitation required by the Code.
It is contemplated that the Committee or the Board of Directors
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will normally provide that an Option shall not be exercisable after the
expiration of ten years from the date the Option is granted.
8.4. Exercise of Options. Each Option shall be made exercisable at
such time or times as the Committee or the Board of Directors shall determine.
It is contemplated that the Committee or the Board of Directors will normally
provide that the right to exercise an Option will accrue immediately with
respect to 50 percent of the number of shares of Common Stock subject to the
Option and that the right to exercise the Option with respect to the balance of
the shares subject thereto will accrue on the first anniversary of the date of
grant. However, the Committee or the Board of Directors may, in its
discretion, in any case provide that the Option will be exercisable immediately
with respect to all the shares of Common Stock subject to the Option or that
the right to exercise the Option will accrue in different installments and at
different times from those set forth above. In the case of an Option made
exercisable in installments, the Committee or the Board of Directors may later
determine to accelerate the time at which one or more of such installments may
be exercised. The Committee or the Board of Directors may impose such
conditions with respect to the exercise of Options, including conditions
relating to applicable federal or state tax or securities laws, as it considers
necessary or advisable.
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8.5. Payment for and Delivery of Stock. The shares of Stock
purchased on any exercise of an Option granted hereunder shall be paid for in
full in cash at the time of such exercise or, to the extent permitted by the
Committee or the Board of Directors, by delivery of shares of Common Stock,
valued at their Fair Market Value on the date of delivery, or such other lawful
consideration as the Committee or the Board of Directors may determine. The
Committee or the Board of Directors may provide for the automatic award of an
Option upon the delivery of shares to the Corporation in payment of another
Option for up to the number of shares delivered to the Corporation in payment
of such other Option.
8.6. Termination of Employment.
8.6.1. Death during Employment. If a Participant dies during
employment after attaining age 62 and at a time when he is entitled to
exercise an Option, then at any time or times within three years after death
(or such greater or lesser period after death as may be specified in the
documentation evidencing the Option) such Option may be exercised in part or in
full as to all of the shares subject to the Option. If a Participant dies
during employment prior to attaining age 62 and at a time when he is entitled
to exercise an Option, then at any time or times within one year after death
(or such greater or lesser period after death as may be specified in the
documentation evidencing the Option) such Option may be exercised, but only as
to any
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or all of those shares which the Participant was entitled to purchase
immediately prior to his death. In either case, Options exercisable after
death may be exercised by the Participant's Designated Beneficiary, and except
as so exercised shall expire at the end of the specified post-death exercise
period. In no event, however, may any Option granted under the Plan be
exercised after the expiration of the Option exercise period established at the
time of grant.
8.6.2. Retirement or Disability. In the event of a Participant's
Retirement or Disability at a time when he is entitled to exercise an Option,
then at any time or times within the period determined under (a) or (b) below,
whichever is applicable, such Option may be exercised as follows:
(a) In the case of Retirement or Disability after attaining
age 62, then within three years after Retirement or Disability (or such
greater or lesser period after Retirement or Disability as may be specified in
the documentation evidencing the Option) the Participant may exercise such
Option in full or in part as to all of the shares subject to the Option. If
the Participant dies within this three-year (or other specified)
post-Retirement or post-Disability exercise period, his Option may be
exercised by his Designated Beneficiary, to the same extent as if the
deceased Participant had survived, during a period equal to the greater of one
year from the date of his death or the remainder of such three-year or other
specified post-
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Retirement or post-Disability exercise period.
(b) In the case of Retirement or Disability prior to
attaining age 62, then within one year after Retirement or Disability (or such
greater or lesser period after Retirement or Disability as may be specified in
the documentation evidencing the Option) the Participant may exercise such
Option only as to those shares which he was entitled to purchase immediately
prior to his Retirement or Disability. If the Participant dies within this
one-year (or other specified) post- Retirement or post-Disability exercise
period, his Option may be exercised by his Designated Beneficiary, to the same
extent as if the deceased Participant had survived, during the greater of one
year from the date of his death or, if a post-Retirement or post-Disability
exercise period greater than one year was specified in the Option
documentation, the remainder of such longer period.
Except as exercised within the applicable period described above, each
Option shall expire at the end of such period. In no event, however, may any
Option granted under the Plan be exercised after the expiration of the Option
exercise period established at the time of grant.
8.6.3. Other Termination of Employment. If the employment of a
Participant terminates for any reason other than his death, Retirement or
Disability, all Options held by the Participant may be exercised following
such termination of employment only to the extent if any,
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approved by the Committee or the Board of Directors and, except to such extent,
shall expire upon such termination. If the Committee or the Board of Directors
so decides, an Option may provide that a leave of absence granted by the
Corporation or an Affiliate is not a termination of employment for the purpose
of this subsection 8.6.3, and in the absence of such a provision the Committee
or the Board of Directors may in any particular case determine that such a
leave of absence is not a termination of employment for such purpose.
9. Stock Appreciation Rights.
9.1. Grant Forms of SARs. Subject to the provisions of the Plan, the
Committee or the Board of Directors may award SARs related to an Option (at or
after the award of the Option, subject to the provisions of Section 3), or
alone and unrelated to an Option.
9.2. Grant Price. The Committee or the Board of Directors shall
establish the grant price of an SAR at the time the SAR is granted, which price
shall not be less than the Fair Market Value of the Common Stock at the time of
grant.
9.3. Payment of SARs. SARs may be payable in cash, shares of Common
Stock or a combination of the two, as provided by the Committee or the Board of
Directors. Shares issued on the settlement of the exercise of SARs shall be
valued at their Fair Market Value on the date of exercise.
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9.4. Termination of Employment. The Committee or the Board of
Directors shall determine the effect on an SAR of the death, Retirement,
Disability or other termination of employment of a Participant and the extent
to which, and the period during which, the Participant or the Participant's
legal representative, guardian or Designated Beneficiary may receive payment of
such an SAR.
10. Restricted Stock.
10.1. Restrictions on Shares. Subject to the provisions of the Plan,
the Committee or the Board of Directors may award shares of Restricted Stock,
alone or in combination with other Awards under the Plan. Such shares may not
be sold, assigned, transferred, pledged or otherwise encumbered, except as
permitted by the Committee or the Board of Directors, during the period, if
any, that such shares are subject to forfeiture or, to the extent provided in
Section 10.2, during a period after such shares are delivered to the
Participant free of any risk of forfeiture.
10.2. Lapse of Restrictions. Except as provided in this Section 10.2
or in Section 10.4 below, shares of Restricted Stock granted as of any date
shall be subject to the forfeiture restrictions described in Section 10.5 and
shall become free of such restrictions in the following installments:
one-third on the third anniversary of the date of grant, an additional
one-third on the fourth anniversary of the date of grant, and the remaining
one-third on the fifth anniversary of the date of grant. Notwithstanding the
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lapse of forfeiture restrictions as of any anniversary of the date of grant,
50% of the shares freed of such restrictions as of such date may not be sold,
assigned, transferred, pledged or otherwise encumbered, except as permitted by
the Committee or the Board of Directors, until the earliest of (i) ten years
after the date of grant, (ii) the date on which the Participant attains age 55
or (iii) the date of the Participant's death or Disability. Notwithstanding
the provisions of Section 10.1 or this Section 10.2, the Committee or the Board
of Directors may, in its discretion, award shares of Restricted Stock having
different terms from those set forth above, including, without limitation,
shares which are nonforfeitable or freely transferable upon grant and shares
having restrictions which lapse upon the attainment of specified performance
goals or targets, as determined by the Committee or the Board of Directors.
10.3. Participants' Rights in Restricted Stock. Shares of Restricted
Stock shall be evidenced in such manner as the Committee or the Board of
Directors may determine. Any certificates issued in respect of shares of
Restricted Stock shall be registered in the name of the Participant and, except
as otherwise determined by the Committee or the Board of Directors, shall be
delivered to the Participant upon the lapse of forfeiture restrictions with
respect to such shares. Except as otherwise provided by the Committee or the
Board of Directors, during the period that shares of
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Restricted Stock are subject to forfeiture and after such shares are delivered
to the Participant free of any risk of forfeiture, dividends with respect to
any such shares shall be paid to, and voting rights with respect to any such
shares shall be vested in, the Participant. The Committee or the Board of
Directors may provide that the payment of any dividends payable with respect to
shares of Restricted Stock that are subject to forfeiture may be deferred by
the Participant, with or without interest.
10.4. Death, Retirement or Disability; Other Terminations of
Restrictions
10.4.1. Death. Except as otherwise provided by the Committee or
the Board of Directors, if a Participant dies, then any shares of Restricted
Stock awarded pursuant to the Plan that have not been forfeited shall be
delivered to the Participant's Designated Beneficiary free of any restrictions
(other than restrictions that may be required under federal or state securities
laws).
10.4.2. Retirement or Disability. Except as otherwise provided
by the Committee or the Board of Directors, in the event of a Participant's
Retirement or Disability, then any shares of Restricted Stock awarded pursuant
to the Plan that have not been forfeited shall be delivered to the Participant
free of any restrictions (other than restrictions that may be required under
federal or state securities laws).
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10.4.3. Other Terminations of Restrictions. In addition to the
provisions for the termination of restrictions set forth in subsections 10.4.1
and 10.4.2, the Committee or the Board of Directors may terminate or modify
restrictions on Restricted Stock at any time to the extent it so determines.
10.5. Forfeiture of Awards. If a Participant terminates employment
for any reason other than one of the reasons specified in subsections 10.4.1 or
10.4.2, then any shares of Restricted Stock which are then subject to
forfeiture shall thereupon automatically be forfeited to the Corporation. For
purposes of this Section 10.5, a Participant shall not be considered to have
terminated employment if he is employed, by the Corporation or any Affiliate or
if he is on a leave of absence from the Corporation or any Affiliate under
circumstances which the Committee or the Board of Directors determines should
not result in forfeiture under the Plan.
10.6. Consideration for Restricted Stock. Shares of Restricted
Stock shall be issued for no cash consideration or such minimum consideration
as may be required under applicable law.
11. General Provisions Applicable to Awards.
11.1. Non-transferability of Awards. No Award under the Plan may
be transferred by the Participant otherwise than by will or by the laws of
descent and distribution, and during the Participant's lifetime, Options or
SARs may be exercised
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only by the Participant or by the Participant's guardian or legal
representative.
11.2. Documentation of Awards. Each Award under the Plan shall be
evidenced by a writing delivered to the Participant specifying the terms and
conditions thereof and containing such other terms and conditions not
inconsistent with the provisions of the Plan as the Committee or the Board of
Directors considers necessary or advisable to achieve the purposes of the Plan
or comply with applicable tax and regulatory laws and accounting principles.
The Committee or the Board of Directors need not require the execution of any
instrument or acknowledgement of notice of a Grant under the Plan, in which
case the acceptance of such an Award by the respective Participant will
constitute agreement to the terms and conditions of the Award.
11.3. Committee or Board of Director Discretion. Each type of Award
may be made alone, in addition to or in relation to any other type of Award.
The terms of each type of Award need not be identical, and the Committee or
the Board of Directors need not treat Participants uniformly. Except as
otherwise provided by the Plan or a particular Award, any determination with
respect to an Award may be made by the Committee or the Board of Directors at
the time of award or at any time thereafter.
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11.4. Tax Withholding. The Committee or the Board of Directors shall
require, on such terms as it deems necessary, that the Participant pay to the
Corporation, or make other satisfactory provision for payment of, any federal,
state or local taxes required by law to be withheld in respect of Awards under
the Plan. In the Committee's or the Board of Directors' discretion, such tax
obligations may be paid in whole or in part in shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at
their Fair Market Value on the date of delivery. The Corporation and its
Affiliates may, to the extent permitted by law, deduct any such tax obligations
from any payment of any kind otherwise due to the Participant.
11.5. Foreign Nationals. Awards may be made to Participants who are
foreign nationals or employed outside the United States on such terms and
conditions different from those specified in the Plan as the Committee or the
Board of Directors considers necessary or advisable to achieve the purposes of
the Plan or comply with applicable laws. Notwithstanding the provisions of
this Section 11.5, Awards to any such individuals who are Reporting Persons
shall be made in accordance with the other provisions of the Plan, except as
otherwise permitted by Rule 16b-3 under the Exchange Act or any successor rule.
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11.6. Amendment of Award. The Committee or the Board of Directors
may amend, modify, terminate or waive any condition or provision of any
outstanding Award, including substituting therefor another Award of the same or
a different type, changing the date of exercise or realization and converting
an Incentive Stock Option to a Nonstatutory Stock Option; provided, however,
that the Committee or the Board of Directors may not (except in accordance with
Section 5.3) increase the number of shares subject to any outstanding Award or
decrease the Option or award price of the Award. The Participant's consent to
any such action shall be required unless the Committee or the Board of
Directors determines that the action, taking into account any related action,
would not materially and adversely affect the Participant.
12. Miscellaneous.
12.1. No Right to Employment. No person shall have any claim or right
to be granted an Award, and the grant of an Award shall not be construed as
giving a Participant the right to continued employment. The Corporation and
its Affiliates expressly reserve the right at any time to terminate the
employment of a Participant free from any liability or claim under the Plan,
except as may be expressly provided in the applicable Award.
12.2. No Rights as Stockholder. Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any
rights as a