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EXHIBIT 10(l)(i)
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT BETWEEN
UST CORP. AND NEAL F. FINNEGAN
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This Agreement, dated as of August 2, 1993, constitutes Amendment No.
1 to the Employment Agreement (the "Agreement"), dated as of April 20, 1993, by
and between UST Corp. ("UST"), a bank holding company with its principal place
of business in Boston, Massachusetts, and Neal F. Finnegan, a resident formerly
of Rowayton, Connecticut and now of Cohasset, Massachusetts (the "Employee").
WITNESSETH
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WHEREAS, UST wishes to strengthen certain of the stock compensation
elements of the Employee's Agreement with UST in order to more directly align
the economic interests of the Employee with those of UST's stockholders; and
WHEREAS, the additional stock compensation and reduced stock option
exercise prices provided by this Amendment No. 1 to the Agreement have been
recommended to UST by UST's investment banking advisors, Fox-Pitt, Kelton
Limited and are desired by and acceptable to the Employee, and
WHEREAS, UST and the Employee desire to conform Employee's
remuneration with respect to business use of automobiles and clubs to UST's
general policy of reimbursement for senior executives as of January 1, 1994.
NOW THEREFORE, in consideration of the premises and the mutual
covenants contained in the Agreement as modified by this Amendment No. 1, the
parties do hereby agree as follows:
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1. The second paragraph of Article II of the Agreement is hereby
amended so that the revised paragraph reads in its entirety as follows:
"Moreover, the Employee will be granted by UST's Board of
Directors, stock options under UST Corp.'s Stock Compensation Plan
(the "Plan") having the terms described herein which will enable the
Employee to purchase up to an aggregate of 150,000 shares (subject to
anti-dilution provisions ) of UST Corp. Common Stock. Such options
shall vest (subject to a change-in-control) at a rate of 50,000 shares
per year over three years with each 50,000 share annual segment having
five (5) parts: 13,333 shares exercisable at a price of $7.50 per
share; 16,667 shares exercisable at $8 per share; 3,333 shares
exercisable at $9 per share; 6,667 shares exercisable at $10 per
share; and 10,000 shares exercisable at $12 per share. Any options
which are exercisable at a price lower than the fair market value of
UST Common Stock on the date of grant shall be nonstatutory options;
options with prices equal to or higher than such fair market value
beginning with the lowest such prices, subject to the limits of
applicable law and regulation, shall be incentive stock options."
2. An additional paragraph will be added to Article II of the
Agreement and inserted between the current second and third paragraphs of the
Agreement. This new, additional paragraph (which results in Article II as
modified having five paragraphs) will read in its entirety as follows:
"In addition to the foregoing, UST's Board of Directors will,
effective January 3, 1994, grant the Employee stock options under UST
Corp.'s Stock Compensation Plan which will enable the Employee to
acquire an additional 200,000 shares of UST Corp. Common Stock at an
exercise price of $9.00 per share. These Options will vest 1/3 on
April 20, 1994, 1/3 on April 20, 1995 and 1/3 on April 20, 1996,
unless vesting is accelerated in accordance with the provisions of the
Stock Compensation Plan."
3. The first paragraph of Article II of the Agreement is hereby
amended to delete the third and fourth sentences of such first paragraph. The
foregoing sentences related to UST payments to Employee for business use of an
automobile and annual dues at the Bay Club as well as at one country
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club. The Employee shall, in accordance with revised UST exclusive
compensation policies (and effective on the dates of the respective
implementation of such policies), in lieu of such payment receive an upward
salary adjustment to reflect the reasonable value of such benefits surrendered.
IN WITNESS WHEREOF, the parties hereto have cause this Amendment No. 1
to the Agreement to be executed in duplicate originals as of the date first
written above.
UST CORP.
By:/s/ Paul M. Siskind
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Paul M. Siskind
Title: Chairman of the Board
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/s/ Neal F. Finnegan
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Neal F. Finnegan (Employee)