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EXHIBIT 10(a)
Execution Copy
EMPLOYMENT AGREEMENT
THIS AGREEMENT by and between FleetBoston Financial
Corporation, a Rhode Island corporation (the "Company"), and T. Joseph Semrod
(the "Executive"), dated as of the 1st day of October, 2000.
WITNESSETH
WHEREAS, pursuant to an Agreement and Plan of Merger, dated as
of October 1, 2000 (the "Merger Agreement"), between the Company and Summit
Bancorp., a New Jersey corporation ("Summit"), Summit shall, as of the Effective
Time (as defined in the Merger Agreement), merge with and into the Company, so
that the Company is the Surviving Corporation (as defined in the Merger
Agreement); and
WHEREAS, the Executive is currently party to an employment
agreement entered into with Summit, dated as of April 2, 1981, as amended from
time to time (the "Prior Agreement"); and
WHEREAS, the Company wishes to provide for the employment by
the Company of the Executive, and the Executive wishes to serve the Company, on
the terms and conditions set forth in this Agreement;
NOW, THEREFORE, it is hereby agreed as follows:
1. EMPLOYMENT PERIOD. The Company shall employ the Executive,
and the Executive shall serve the Company, on the terms and conditions set forth
in this Agreement, for a period (the "Employment Period") commencing on the date
(the "Effective Date") on which occurs the Effective Time and ending on the
second anniversary of the Effective Date or, if earlier, upon the termination of
the Executive's employment hereunder (as of the Date of Termination, as defined
in Section 4(d)). This Agreement shall be null and void if the Effective Time
does not occur.
2. POSITION AND DUTIES. (a) During the Employment Period, the
Executive shall serve as a member of the board of directors of the Company (the
"Board"), Vice Chairman of the Company and Chairman of the Company's New Jersey
Bank with such duties and responsibilities as are customarily assigned to such
positions, and such other duties and responsibilities not inconsistent therewith
as may from time to time be assigned to him by Chief Executive Officer of the
Company.
(b) During the Employment Period, and excluding any periods of
vacation and sick leave to which the Executive is entitled, the Executive shall
devote reasonable attention and time during normal business hours to the
business and affairs of the Company and, to the extent necessary to discharge
the responsibilities assigned to the Executive under this Agreement, use the
Executive's reasonable best efforts to carry out such responsibilities
faithfully and efficiently. It shall not be considered a violation of the
foregoing for the Executive to serve on corporate, industry, civic or charitable
boards or committees, so long as such activities do not significantly interfere
with the performance of the Executive's responsibilities as an employee of the
Company in accordance with this Agreement, provided that the Executive may
continue to participate
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and engage in activities not associated with the Company consistent with the
Executive's past practices at Summit.
(c) The Executive shall be based and reside in the general
area in which he is currently located, except for such reasonable travel
obligations as do not materially exceed the Executive's travel obligations
immediately prior to the Effective Date.
3. COMPENSATION. The Executive's compensation during the
Employment Period shall be determined by the Board upon the recommendation of
the committee of the Board having responsibility for approving the compensation
of senior executives (the "Compensation Committee"), subject to the provisions
of Sections 3(a) - (g).
(a) INITIAL PAYMENTS. On the Effective Date, the Executive
shall receive all payments and benefits payable pursuant to Section 4 of the
Termination Agreement entered into between the Executive and Summit dated
October 15, 1997 (the "Termination Agreement") and the payments and benefits
payable under Section 5 of the Executive Severance Plan, representing the
amounts and benefits to which the Executive would have been entitled under the
Termination Agreement and Executive Severance Plan, as determined by the Auditor
(as defined in Section 5(d) hereof), provided that the payments and benefits
payable pursuant to Section 4 of the Termination Agreement shall be reduced by
payments made under the Executive Severance Plan in the manner contemplated by
the Termination Agreement (the "Initial Payments").
(b) BASE SALARY. During the Employment Period, commencing on
the Effective Date, the Executive shall receive an annual base salary ("Annual
Base Salary") at a rate of not less than $900,000. The Annual Base Salary shall
be payable in accordance with the Company's regular payroll practice for its
senior executives, as in effect from time to time. During the Employment Period,
the Annual Base Salary shall be reviewed by the Compensation Committee for
possible increase at least annually. Any increase in the Annual Base Salary
shall not limit or reduce any other obligation of the Company under this
Agreement. The Annual Base Salary shall not be reduced after any such increase,
and the term "Annual Base Salary" shall thereafter refer to the Annual Base
Salary as so increased.
(c) ANNUAL BONUS. With respect to each year during the
Employment Period, the Company shall pay the Executive an annual bonus ("Annual
Bonus") of not less than $1,600,000. The Annual Bonus shall be payable in
accordance with the Company's regular payroll practice for its senior
executives, as in effect from time to time.
(d) OTHER INCENTIVE COMPENSATION. (i) During the Employment
Period, except as otherwise set forth herein, the Executive shall not
participate in short-term incentive compensation plans and long-term incentive
compensation plans (the latter to consist of plans offering stock options,
restricted stock and/or other long-term incentive compensation, as adopted and
approved by the Board or the Compensation Committee from time to time).
(ii) The Company shall grant to the Executive, as of
the Effective Date, 200,000 restricted shares (the "Restricted Stock Grant") of
the Company's common stock ("Common Shares"). Subject to the provisions of
Section 5, all restrictions with respect to the Restricted Stock Grant shall
lapse on the second anniversary of the Effective Date. If the
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Executive's employment shall be terminated prior to the lapse of restrictions
with respect to all or a portion of the Common Shares subject to the Restricted
Stock Grant (the "Unvested Shares"), the Unvested Shares shall be forfeited if
the termination of employment is by the Company for Cause or by the Executive
other than for Good Reason and shall become fully vested if the termination of
employment is for any other reason.
(iii) The Company shall grant to the Executive, as
of the Effective Date, an option to purchase 300,000 shares (the "Option Grant")
of the Company's common stock ("Common Shares"). Subject to the provisions of
Section 5, the Option Grant shall vest on the second anniversary of the
Effective Date and shall have an exercise price equal to the fair market value
of a Common Share on the Effective Date. If the Executive's employment shall be
terminated prior to the vesting of the Option Grant with respect to all or a
portion of the Common Shares subject to the Option Grant (the "Unvested
Options"), the Unvested Options shall be forfeited if the termination of
employment is by the Company for Cause or by the Executive other than for Good
Reason and shall become fully vested if the termination of employment is for any
other reason. Once vested, the Option Grant shall remain exercisable for 10
years from the date of grant, whether or not the Executive remains employed by
the Company.
(iv) Prior to the date of grant of the Restricted
Stock Grant, the Company shall register, on a Form S-8 or other appropriate
form, the Common Shares subject to the Restricted Stock Grant. In addition, the
Company shall register, on a Form S-8 or other appropriate form, the Common
Shares subject to the Option Grant in a timely manner.
(e) OTHER BENEFITS. During the Employment Period, (i) the
Executive shall participate in all applicable savings and retirement plans,
practices, policies and programs of the Company on a basis not less favorable
than provided to similarly situated senior executives of the Company; (ii) the
Executive and/or the Executive's eligible dependents, as the case may be, shall
be eligible for participation in, and shall receive all benefits under, all
applicable welfare benefit plans, practices, policies and programs provided by
the Company, including, without limitation, medical, prescription, dental,
disability, salary continuance, employee life insurance, group life insurance,
accidental death and travel accident insurance plans and programs on the same
basis and subject to the same terms, conditions, cost-sharing requirements and
the like as similarly situated senior executives of the Company; and (iii) the
Executive shall be entitled to receive fringe benefits on a basis not less
favorable than provided to similarly situated senior executive officers of the
Company.
(f) RETIREE MEDICAL. The Executive and his current spouse for
the remainder of their respective lives shall be entitled to medical benefits on
a basis no less favorable than the medical benefits provided to them immediately
prior to the Date of Termination. This Section 3(f) shall not expire or
terminate upon the expiration or termination for any reason of this Agreement
and shall continue in full force and effect upon such expiration or termination.
(g) RETIREMENT BENEFIT. During the Employment Period, the
Executive shall continue to participate in FleetBoston's supplemental retirement
plans or any successor thereto or substitute therefor, with credit thereunder
for his years of service with Summit (including years of service credited by
Summit) provided that the aggregate annual defined benefit retirement income
(including retirement income from tax-qualified defined benefit retirement
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plans) expressed as a single life annuity, to which the Executive shall be
entitled upon his termination of employment with the Company for any reason
shall be $1,500,000, unreduced for any reason (including early retirement). The
Executive may elect to take the actuarial equivalent of the benefit provided
under this Section 3(g) (the "Retirement Benefit") based on elections currently
available to the Executive. This Section 3(g) shall not expire or terminate upon
the expiration or termination for any reason of this agreement and shall
continue in full force and effect upon such expiration or termination.
4. TERMINATION OF EMPLOYMENT. (a) DEATH OR DISABILITY. The
Executive's employment shall terminate automatically upon the Executive's death.
The Company shall be entitled to terminate the Executive's employment because of
the Executive's Disability during the Employment Period. "Disability" means that
(i) the Executive has been unable, for the period specified in the Company's
disability plan for senior executives, but not less than a period of 180
consecutive business days, to perform the Executive's duties under this
Agreement, as a result of physical or mental illness or injury, and (ii) a
physician selected by the Company or its insurers, and acceptable to the
Executive or the Executive's legal representative, has determined that the
Executive is disabled within the meaning of the applicable disability plan for
senior executives. A termination of the Executive's employment by the Company
for Disability shall be communicated to the Executive by written notice, and
shall be effective on the 30th day after receipt of such notice by the Executive
(the "Disability Effective Date"), unless the Executive returns to full-time
performance of the Executive's duties before the Disability Effective Date.
(b) TERMINATION BY THE COMPANY. (i) The Company may terminate
the Executive's employment for Cause or without Cause. "Cause" means (A) the
conviction of the Executive for the commission of a felony from which all final
appeals have been taken, or (B) willful gross misconduct by the Executive in
connection with his employment by the Company, in either case that results in
material and demonstrable financial harm to the Company. No act or failure to
act on the part of the Executive shall be considered "willful" unless it is
done, or omitted to be done, by the Executive in bad faith or without reasonable
belief that the Executive's action or omission was in the best interests of the
Company. Any act or failure to act that is based upon authority given pursuant
to a resolution duly adopted by the Board, or the advice of counsel for the
Company, shall be conclusively presumed to be done, or omitted to be done, by
the Executive in good faith and in the best interests of the Company. In the
event of a dispute concerning the application of this provision, no claim by the
Company that Cause exists shall be given effect unless the Company establishes
to the Board by clear and convincing evidence that Cause exists.
(ii) A termination of the Executive's employment
for Cause shall not be effective unless it is accomplished in accordance with
the following procedures. The Company shall give the Executive written notice
("Notice of Termination for Cause") of its intention to terminate the
Executive's employment for Cause, setting forth in reasonable detail the
specific conduct of the Executive that it considers to constitute Cause and the
specific provisions of this Agreement on which it relies, and stating the date,
time and place of the Special Board Meeting for Cause. The "Special Board
Meeting for Cause" means a meeting of the Board called and held specifically and
exclusively for the purpose of considering the Executive's termination for
Cause, that takes place not less than twenty nor more than thirty business days
after the
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Executive receives the Notice of Termination for Cause. The Executive shall be
given an opportunity, together with counsel, to be heard at the Special Board
Meeting for Cause. The Executive's termination for Cause shall be effective when
and if a resolution is duly adopted at the Special Board Meeting for Cause by
affirmative vote of three-quarters of the entire membership of the Board stating
that, in the good faith opinion of the Board, the Executive is guilty of the
conduct described in the Notice of Termination for Cause and that such conduct
constitutes Cause under this Agreement.
(c) GOOD REASON. (i) The Executive may terminate employment
for Good Reason or without Good Reason. "Good Reason" means:
A. the assignment to the Executive of any duties or
responsibilities inconsistent in any respect with those set
forth in Section 2 hereto (including status, offices, titles
and reporting requirements) to be held by the Executive
during the Employment Period pursuant to this Agreement, or
any other action by the Company that results in a diminution
or other material adverse change in the Executive's position,
authority, duties or responsibilities as set forth Section 2
hereto, other than an isolated, insubstantial and inadvertent
action that is not taken in bad faith and is remedied by the
Company promptly after receipt of notice thereof from the
Executive;
B. any failure by the Company to comply with any
provision of Section 3 of this Agreement, other than an
isolated, insubstantial and inadvertent failure that is not
taken in bad faith and is remedied by the Company promptly
after receipt of notice thereof from the Executive;
C. any requirement by the Company that the Executive's
services be rendered primarily at a location or locations
other than his current location;
D. any failure by the Company to comply with
Section 10(c) of this Agreement; or
E. any other material breach of this Agreement by the
Company that is not remedied by the Company promptly after
receipt of notice thereof from the Executive.
(ii) For purposes of this Section 4(c), any good
faith determination of "Good Reason" made by the Executive shall be conclusive.
A termination of employment by the Executive for Good Reason shall be
effectuated by giving the Company written notice ("Notice of Termination for
Good Reason") of the termination, setting forth in reasonable detail the
specific conduct of the Company that constitutes Good Reason and the specific
provision(s) of this Agreement on which the Executive relies. A termination of
employment by the Executive for Good Reason shall be effective on the fifth
business day following the date when the Notice of Termination for Good Reason
is given, unless the notice sets forth a later date (which date shall in no
event be later than 30 days after the notice is given).
(iii) The failure to set forth any fact or
circumstance in a Notice of Termination for Good Reason shall not constitute a
waiver of the right to assert, and shall not preclude
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the party giving notice from asserting, such fact or circumstance in an attempt
to enforce any right under or provision of this Agreement.
(iv) A termination of the Executive's employment by
the Executive without Good Reason shall be effected by giving the Company
written notice of the termination.
(d) DATE OF TERMINATION. The "Date of Termination" means the
date of the Executive's death, the Disability Effective Date, or the date on
which the termination of the Executive's employment by the Company for Cause or
without Cause or by the Executive for Good Reason or without Good Reason is
effective, as the case may be.
5. OBLIGATIONS OF THE COMPANY UPON TERMINATION. (a) OTHER
THAN FOR CAUSE; FOR GOOD REASON; DEATH OR DISABILITY. If, during the Employment
Period, the Company terminates the Executive's employment for Disability or any
other reason other than Cause; or the Executive terminates employment for Good
Reason; or the Executive's employment is terminated by reason of his death; the
Company shall
(i) pay to the Executive (or, in the event of
termination of employment by reason of the Executive's death, as provided in
Section 10(a)), in a lump sum in cash, within five business days after the Date
of Termination, or as otherwise provided in this Section 5(a)(i), the sum of the
following amounts (the "Accrued Obligations"): (A) any portion of the
Executive's Annual Base Salary through the second anniversary of the Effective
Date that has not yet been paid; (B) the Annual Bonus that the Executive would
have been eligible to earn if the Executive had remained employed by the Company
through the second anniversary of the Effective Date that has not yet been paid;
(C) all compensation and benefits payable to the Executive under the terms of
the Company's compensation and benefit plans, programs or arrangements as in
effect immediately prior to the Date of Termination, provided that the form of
the benefits described in this clause (C) shall be determined in accordance with
the aforesaid plans, programs and arrangements; and (D) solely to the extent not
previously paid, the Initial Payments, plus interest from the Effective Date to
the date of the payment of such Initial Payments, at an annual rate equal to the
"prime" rate as in effect on the Date of Termination, compounded daily; and
(ii) cause the Restricted Stock Grant and Option
Grant, to the extent then forfeitable or unvested, to become immediately and
fully vested.
(b) BY THE EXECUTIVE OTHER THAN FOR GOOD REASON; UPON
TERMINATION FOLLOWING EXPIRATION OF THE AGREEMENT. If the Executive voluntarily
terminates employment, other than for Good Reason, during the Employment Period,
the Company shall pay to the Executive (1) any portion of the Executive's Annual
Base Salary through the Date of Termination that has not been paid; and (2) all
compensation and benefits payable to the Executive under the terms of the
Company's compensation and benefit plans, programs or arrangements as in effect
immediately prior to the Date of Termination.
(c) BY THE COMPANY FOR CAUSE. If the Executive's employment
is terminated by the Company for Cause during the Employment Period, the Company
shall pay to the Executive (1) any portion of the Executive's Annual Base Salary
through the Date of Termination that has not been paid; and (2) all compensation
and benefits payable to the Executive under
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the terms of the Company's compensation and benefit plans, program or
arrangements as in effect immediately prior to the Date of Termination.
(d) EXCISE TAX PAYMENT. (i) In the event that any payment or
benefit received or to be received by the Executive pursuant to the terms of
this agreement (the "Contract Payments") or of any other plan, arrangement or
agreement of the Company (or any affiliate) (together with the Contract
Payments, the "Total Payments") would be subject to the excise tax (the "Excise
Tax") imposed by section 4999 of the Code as determined as provided below, then,
subject to the provisions of Section 5(d)(ii), the Company shall pay to the
Executive, at the time specified in Section 5(d)(iii) below, an additional
amount (the "Gross-Up Payment") such that the net amount retained by the
Executive, after deduction of the Excise Tax on Total Payments and any federal,
state and local income and employment taxes and the Excise Tax upon the Gross-Up
Payment, and any interest, penalties or additions to tax payable by the
Executive with respect thereto, shall be equal to the total present value (using
the applicable federal rate (as defined in section 1274(d) of the Code in such
calculation) of the Total Payments at the time such Total Payments are to be
made. For purposes of determining whether any of the Total Payments will be
subject to the Excise Tax and the amounts of such Excise Tax, (A) the total
amount of the Total Payments shall be treated as "parachute payments" within the
meaning of section 280G(b)(2) of the Code, and all "excess parachute payments"
within the meaning of section 280G(b)(1) of the Code shall be treated as subject
to the Excise Tax, except to the extent that, in the opinion of the independent
auditor of Summit immediately prior to the Effective Date (the "Auditor"), such
amount (in whole or in part) does not constitute a "parachute payment" within
the meaning of section 280G(b)(2) of the Code, or such "excess parachute
payments" (in whole or in part) are not subject to the Excise Tax, (B) the
amount of the Total Payments that shall be treated as subject to the Excise Tax
shall be equal to the lesser of (1) the total amount of the Total Payments or
(2) the amount of "excess parachute payments" within the meaning of section
280G(b)(1) of the Code (after applying clause (A) hereof), and (C) the value of
any noncash benefits or any deferred payment or benefit shall be determined by
the Auditor in accordance with the principles of sections 280G(d)(3) and (4) of
the Code. For purposes of determining the amount of the Gross-Up Payment, the
Executive shall be deemed to pay federal income taxes at the highest marginal
rate of federal income taxation applicable to individuals in the calendar year
in which the Gross-Up Payment is to be made and state and local income taxes at
the highest marginal rates of taxation applicable to individuals as are in
effect in the state and locality of the Executive's residence in the calendar
year in which the Gross-Up Payment is to be made, net of the maximum reduction
in federal income taxes that can be obtained from deduction of such state and
local taxes, taking into account any limitations applicable to individuals
subject to federal income tax at the highest marginal rate.
(ii) If, in the event that the Company would not be
required to make a Gross-Up Payment if the Contract Payments to the Executive
that would be treated as "parachute payments" under Section 280G of the Code
were reduced by up to $50,000, then the amounts payable to the Executive under
this agreement shall be reduced (but not below zero) to the maximum amount that
could be paid to the Executive without giving rise to the Excise Tax (the "Safe
Harbor Cap") and no Gross-Up Payment shall be required to be made to the
Executive. The reduction of the amounts payable under this agreement, if
applicable, shall be made by reducing first the payments under paragraph 4(a) of
the Termination Agreement, unless an alternative method of reduction is elected
by the Executive. If the reduction of the amounts payable
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hereunder by an amount not exceeding $50,000 would not result in a reduction of
the Contract Payments to the Safe Harbor Cap, no amounts payable under this
Agreement shall be reduced pursuant to this provision.
(iii) The Gross-Up Payments provided for in
Section 5(d)(i) shall be made upon the earlier of (i) ten days following
termination of the Executive's employment or (ii) ten days following the
imposition upon the Executive or payment by the Executive of any Excise Tax.
(iv) If it is established pursuant to a final
determination of a court or an Internal Revenue Service proceeding or the
opinion of the Auditor that the Excise Tax is less than the amount taken into
account under Section 5(d)(i), the Executive shall repay to the Company within
thirty (30) days of the Executive's receipt of notice of such final
determination or opinion the portion of the Gross-Up Payment attributable to
such reduction (plus the portion of the Gross-Up Payment attributable to the
Excise Tax and federal, state and local income and employment taxes imposed on
the Gross-Up Payment being repaid by the Executive if such repayment results in
a reduction in Excise Tax or a federal, state or local income or employment tax
deduction) plus any interest received by the Executive on the amount of such
repayment. If it is established pursuant to a final determination of a court or
an Internal Revenue Service proceeding or the opinion of the Auditor that the
Excise Tax exceeds the amount taken into account hereunder (including by reason
of any payment the existence or amount of which cannot be determined at the time
of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment,
plus any interest and penalties, in respect of such excess within thirty (30)
days of the Company's receipt of notice of such final determination or opinion.
(v) All fees and expenses of the Auditor incurred in
connection with this agreement shall be borne by the Company.
6. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation in any plan,
program, policy or practice provided by the Company or any of its affiliated
companies for which the Executive may qualify, nor shall anything in this
Agreement limit or otherwise affect such rights as the Executive may have under
any contract or agreement with the Company or any of its affiliated companies.
Vested benefits and other amounts that the Executive is otherwise entitled to
receive under any plan, policy, practice or program of, or any contract of
agreement with, the Company or any of its affiliated companies on or after the
Date of Termination shall be payable in accordance with the terms of each such
plan, policy, practice, program, contract or agreement, as the case may be,
except as explicitly modified by this Agreement.
7. FULL SETTLEMENT. The Company's obligation to make the
payments provided for in, and otherwise to perform its obligations under, this
Agreement shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action that the Company may have against the
Executive or others. In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Executive under any of the provisions of this Agreement and such amounts
shall not be reduced, regardless of whether the Executive obtains other
employment.
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8. CONFIDENTIAL INFORMATION. The Executive shall hold in a
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its affiliated
companies and their respective businesses that the Executive obtains during the
Executive's employment by the Company or any of its affiliated companies and
that is not public knowledge (other than as a result of the Executive's
violation of this Section 8) ("Confidential Information"). The Executive shall
not communicate, divulge or disseminate Confidential Information at any time
during or after the Executive's employment with the Company, except with the
prior written consent of the Company or as otherwise required by law or legal
process.
9. INDEMNIFICATION; ATTORNEYS' FEES. The Company shall pay or
indemnify the Executive to the full extent permitted by law and the by-laws of
the Company for all expenses, costs, liabilities and legal fees which the
Executive may incur in the discharge of his duties hereunder. The Company also
agrees to pay, as incurred, to the fullest extent permitted by law, or indemnify
Executive if such payment is not legally permitted, for all legal fees and
expenses that the Executive may in good faith incur as a result of any contest
(regardless of the outcome) by the Company, the Executive or others of the
validity or enforceability of or liability under, or otherwise involving, any
provision of this Agreement, together with interest on any delayed payment at
the Company's New Jersey Bank's base rate of interest in effect from time to
time.
10. SUCCESSORS. (a) This Agreement is personal to the
Executive and, without the prior written consent of the Company, shall not be
assignable by the Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable by
the Executive's legal representatives.
(b) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.
(c) The Company shall require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would have been required to perform it if no such
succession had taken place. As used in this Agreement, "the Company" shall mean
both the Company as defined above and any such successor that assumes and agrees
to perform this Agreement, by operation of law or otherwise.
11. MISCELLANEOUS. (a) This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Rhode Island, without
reference to its principles of conflict of laws. The captions of this Agreement
are not part of the provisions hereof and shall have no force or effect. This
Agreement may not be amended or modified except by a written agreement executed
by the parties hereto or their respective successors and legal representatives.
(b) All notices and other communications under this Agreement
shall be in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:
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If to the Executive:
T. Joseph Semrod
926 Lawrenceville Road
Princeton, New Jersey 08540
If to the Company:
Fleet Financial Group, Inc.
One Federal Street
Boston, MA 02110
or to such other address as either party furnishes to the other in writing in
accordance with this Section 11(b). Notices and communications shall be
effective when actually received by the addressee.
(c) The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement. If any provision of this Agreement shall be held
invalid or unenforceable in part, the remaining portion of such provision,
together with all other provisions of this Agreement, shall remain valid and
enforceable and continue in full force and effect to the fullest extent
consistent with law.
(d) Notwithstanding any other provision of this Agreement,
the Company may withhold from amounts payable under this Agreement all federal,
state, local and foreign taxes that are required to be withheld by applicable
laws or regulations.
(e) The Executive's or the Company's failure to insist upon
strict compliance with any provisions of, or to assert, any right under, this
Agreement (including, without limitation, the right of the Executive to
terminate employment for Good Reason pursuant to paragraph (c) of Section 4)
shall not be deemed to be a waiver of such provision or right or of any other
provision of or right under this Agreement.
(f) The Executive and the Company acknowledge that to the
extent this Agreement becomes effective on the Effective Date, as of the
Effective Date, this Agreement supersedes any other agreement, including the
Prior Agreement and the Termination Agreement (except to the extent the
Termination Agreement is referenced in Section 3 hereof) between them concerning
the subject matter hereof.
(g) The rights and benefits of the Executive under this
Agreement may not be anticipated, assigned, alienated or subject to attachment,
garnishment, levy, execution or other legal or equitable process except as
required by law. Any attempt by the Executive to anticipate, alienate, assign,
sell, transfer, pledge, encumber or charge the same shall be void. Payments
hereunder shall not be considered assets of the Executive in the event of
insolvency or bankruptcy.
(h) This Agreement may be executed in several counterpart,
each of which shall be deemed an original, and said counterparts shall
constitute but one and the same instrument.
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(i) The obligations of the Company and the Executive under
Sections 5 (including without limitation Section 5(a) and (d), 6, 7, 8, 9 and 10
shall survive the expiration or termination for any reason of this Agreement.
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IN WITNESS WHEREOF, the Executive has hereunto set the
Executive's hand and, pursuant to the authorization of its Board, the Company
has caused this Agreement to be executed in its name on its behalf, all as of
the day and year first above written.
FLEETBOSTON FINANCIAL CORPORATION
By:_________________________________
Name:
Title:
____________________________________
T. Joseph Semrod
[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT WITH T. JOSEPH SEMROD]
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