SEC Info - Bank of America Corp/DE - ‘10-Q’ for 3/31/16

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Bank of America Corp/DE – ‘10-Q’ for 3/31/16 – ‘EX-10.A’

On: Monday, 5/2/16, at 4:10pm ET · For: 3/31/16 · Accession #: 70858-16-166 · File #: 1-06523

  As Of               Filer                 Filing    For·On·As Docs:Size

 5/02/16  Bank of America Corp/DE           10-Q        3/31/16  149:56M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   4.10M 
 2: EX-3.A      Articles of Incorporation/Organization or Bylaws    HTML   1.92M 
 3: EX-10.A     Material Contract                                   HTML     71K 
 4: EX-10.B     Material Contract                                   HTML     96K 
 5: EX-10.C     Material Contract                                   HTML     98K 
 6: EX-12       Statement re: Computation of Ratios                 HTML     83K 
 7: EX-31.A     Certification -- §302 - SOA'02                      HTML     50K 
 8: EX-31.B     Certification -- §302 - SOA'02                      HTML     50K 
 9: EX-32.A     Certification -- §906 - SOA'02                      HTML     45K 
10: EX-32.B     Certification -- §906 - SOA'02                      HTML     45K 
17: R1          Document and Entity Information                     HTML     62K 
18: R2          Consolidated Statement of Income                    HTML    160K 
19: R3          Consolidated Statement of Comprehensive Income      HTML     70K 
20: R4          Consolidated Balance Sheet                          HTML    169K 
21: R5          Consolidated Balance Sheet (Parenthetical)          HTML    109K 
22: R6          Consolidated Statement of Changes in Shareholders'  HTML    103K 
                Equity                                                           
23: R7          Consolidated Statement of Cash Flows                HTML    169K 
24: R8          Summary of Significant Accounting Principles        HTML     62K 
25: R9          Derivatives                                         HTML    784K 
26: R10         Securities                                          HTML    524K 
27: R11         Outstanding Loans and Leases                        HTML   1.24M 
28: R12         Allowance for Credit Losses                         HTML    226K 
29: R13         Securitizations and Other Variable Interest         HTML    522K 
                Entities                                                         
30: R14         Representations and Warranties Obligations and      HTML    105K 
                Corporate Guarantees                                             
31: R15         Goodwill and Intangible Assets                      HTML    139K 
32: R16         Federal Funds Sold or Purchased, Securities         HTML    242K 
                Financing Agreements and Short-term Borrowings                   
33: R17         Commitments and Contingencies                       HTML    161K 
34: R18         Shareholders' Equity                                HTML     72K 
35: R19         Accumulated Other Comprehensive Income (Loss)       HTML    246K 
36: R20         Earnings Per Common Share                           HTML     77K 
37: R21         Fair Value Measurements                             HTML   1.01M 
38: R22         Fair Value Option                                   HTML    192K 
39: R23         Fair Value of Financial Instruments                 HTML     91K 
40: R24         Mortgage Servicing Rights                           HTML    123K 
41: R25         Business Segment Information                        HTML    235K 
42: R26         Summary of Significant Accounting Principles        HTML     60K 
                (Policies)                                                       
43: R27         Derivatives (Tables)                                HTML    850K 
44: R28         Securities (Tables)                                 HTML    524K 
45: R29         Outstanding Loans and Leases (Tables)               HTML   1.22M 
46: R30         Allowance for Credit Losses (Tables)                HTML    222K 
47: R31         Securitizations and Other Variable Interest         HTML    478K 
                Entities (Tables)                                                
48: R32         Representations and Warranties Obligations and      HTML     72K 
                Corporate Guarantees (Tables)                                    
49: R33         Goodwill and Intangible Assets (Tables)             HTML    139K 
50: R34         Federal Funds Sold or Purchased, Securities         HTML    296K 
                Financing Agreements and Short-term Borrowings                   
                (Tables)                                                         
51: R35         Commitments and Contingencies (Tables)              HTML    113K 
52: R36         Shareholders' Equity (Tables)                       HTML     50K 
53: R37         Accumulated Other Comprehensive Income (Loss)       HTML    247K 
                (Tables)                                                         
54: R38         Earnings Per Common Share (Tables)                  HTML     72K 
55: R39         Fair Value Measurements (Tables)                    HTML   1.37M 
56: R40         Fair Value Option (Tables)                          HTML    189K 
57: R41         Fair Value of Financial Instruments (Tables)        HTML     86K 
58: R42         Mortgage Servicing Rights (Tables)                  HTML    125K 
59: R43         Business Segment Information (Tables)               HTML    298K 
60: R44         Summary of Significant Accounting Principles        HTML     53K 
                (Details)                                                        
61: R45         Derivatives - Derivative Balances (Details)         HTML    224K 
62: R46         Derivatives - Offsetting Assets (Details)           HTML     94K 
63: R47         Derivatives - Offsetting Liabilities (Details)      HTML     94K 
64: R48         Derivatives - Derivatives Designated as Accounting  HTML     64K 
                Hedges - Fair Value Hedges (Details)                             
65: R49         Derivatives - Derivatives Designated as Accounting  HTML     63K 
                Hedges - Cash Flow and Net Investment Hedges                     
                (Details)                                                        
66: R50         Derivatives - Economic Hedges (Details)             HTML     61K 
67: R51         Derivatives - Sales and Trading Revenue (Details)   HTML     85K 
68: R52         Derivatives - Credit Derivatives (Details)          HTML    118K 
69: R53         Derivatives - Credit-related Contingent Features    HTML     59K 
                and Collateral (Details)                                         
70: R54         Derivatives - Derivative Valuation Adjustments      HTML     64K 
                (Details)                                                        
71: R55         Derivatives - Narrative (Details)                   HTML     92K 
72: R56         Securities - Amortized Cost, Gains and Losses, and  HTML    183K 
                Fair Value Available-for-sale (Details)                          
73: R57         Securities - Other Debt Securities Carried at Fair  HTML     63K 
                Value (Details)                                                  
74: R58         Securities - Realized Gains and Losses (Details)    HTML     54K 
75: R59         Securities - Gross Unrealized Losses (Details)      HTML    112K 
76: R60         Securities - Asset Impairment Losses Recognized in  HTML     53K 
                Earnings (Details)                                               
77: R61         Securities - Rollforward of Credit Losses           HTML     53K 
                Recognized (Details)                                             
78: R62         Securities - OTTI Significant Assumptions           HTML     65K 
                (Details)                                                        
79: R63         Securities - Expected Maturity (Details)            HTML    189K 
80: R64         Securities - Certain Corporate and Strategic        HTML     69K 
                Investments (Details)                                            
81: R65         Outstanding Loans and Leases - Past Due (Details)   HTML    283K 
82: R66         Outstanding Loans and Leases - Nonperforming        HTML    168K 
                (Details)                                                        
83: R67         Outstanding Loans and Leases - Consumer Real        HTML    133K 
                Estate - Credit Quality Indicators (Details)                     
84: R68         Outstanding Loans and Leases - Credit Card and      HTML     98K 
                Other Consumer - Credit Quality Indicators                       
                (Details)                                                        
85: R69         Outstanding Loans and Leases - Commercial - Credit  HTML     97K 
                Quality Indicators (Details)                                     
86: R70         Outstanding Loans and Leases - Consumer Real        HTML    117K 
                Estate - Impaired Loans (Details)                                
87: R71         Outstanding Loans and Leases - Consumer Real        HTML     64K 
                Estate - TDRs Entered into During the Period                     
                (Details)                                                        
88: R72         Outstanding Loans and Leases Outstanding Loans and  HTML     98K 
                Leases - Consumer Real Estate - Modification                     
                Programs (Details)                                               
89: R73         Outstanding Loans and Leases - Consumer Real        HTML     77K 
                Estate - TDRs Entering Payment Default That Were                 
                Modified During the Preceding 12 Months (Details)                
90: R74         Outstanding Loans and Leases - Credit Card and      HTML    104K 
                Other Consumer - Impaired Loans (Details)                        
91: R75         Outstanding Loans and Leases - Credit Card and      HTML     75K 
                Other Consumer - Renegotiated TDRs by Program Type               
                (Details)                                                        
92: R76         Outstanding Loans and Leases - Credit Card and      HTML     67K 
                Other Consumer - Renegotiated TDRs Entered into                  
                During the Period (Details)                                      
93: R77         Outstanding Loans and Leases - Credit Card and      HTML     78K 
                Other Consumer - Renegotiated TDRs Entered into                  
                During the Period by Program Type (Details)                      
94: R78         Outstanding Loans and Leases - Commercial Loans -   HTML    110K 
                Impaired Loans (Details)                                         
95: R79         Outstanding Loans and Leases - Commercial Loans     HTML     70K 
                TDRs (Details)                                                   
96: R80         Outstanding Loans and Leases - Purchased            HTML     64K 
                Credit-Impaired Loans (Details)                                  
97: R81         Outstanding Loans and Leases - Loans Held-for-Sale  HTML     51K 
                (Details)                                                        
98: R82         Allowance for Credit Losses - Changes in Allowance  HTML     95K 
                by Portfolio Segment (Details)                                   
99: R83         Allowance for Credit Losses - Additional            HTML     57K 
                Information (Details)                                            
100: R84         Allowance for Credit Losses - Allowance and         HTML    114K  
                Carrying Value by Portfolio Segment (Details)                    
101: R85         Securitizations and Other Variable Interest         HTML     52K  
                Entities - Narrative (Details)                                   
102: R86         Securitizations and Other Variable Interest         HTML     75K  
                Entities - First Lien Mortgage Securitizations                   
                (Details)                                                        
103: R87         Securitizations and Other Variable Interest         HTML    161K  
                Entities - First Lien Mortgage VIEs (Details)                    
104: R88         Securitizations and Other Variable Interest         HTML    169K  
                Entities - Home Equity Loan, Credit Card and Other               
                Asset-backed VIEs (Details)                                      
105: R89         Securitizations and Other Variable Interest         HTML     88K  
                Entities - Other Asset-backed Securitizations                    
                Additional Information (Details)                                 
106: R90         Securitizations and Other Variable Interest         HTML    107K  
                Entities - Other Variable Interest Entities                      
                (Details)                                                        
107: R91         Securitizations and Other Variable Interest         HTML     71K  
                Entities - Other Variable Interest Entities,                     
                Additional Information (Details)                                 
108: R92         Representations and Warranties Obligations and      HTML     44K  
                Corporate Guarantees - Settlement Actions                        
                (Details)                                                        
109: R93         Representations and Warranties Obligations and      HTML     65K  
                Corporate Guarantees - Unresolved Repurchase                     
                Claims (Details)                                                 
110: R94         Representations and Warranties Obligations and      HTML     55K  
                Corporate Guarantees - Private-label                             
                Securitization and Whole-loan Sales Experience                   
                (Details)                                                        
111: R95         Representations and Warranties Obligations and      HTML     67K  
                Corporate Guarantees - Liabilities (Details)                     
112: R96         Representations and Warranties Obligations and      HTML     49K  
                Corporate Guarantees - Cash Payments (Details)                   
113: R97         Goodwill and Intangible Assets - Goodwill           HTML     59K  
                (Details)                                                        
114: R98         Goodwill and Intangible Assets - Intangible Assets  HTML     63K  
                (Details)                                                        
115: R99         Goodwill and Intangible Assets - Amortization       HTML     55K  
                Expense (Details)                                                
116: R100        Goodwill and Intangible Assets - Estimated Future   HTML     71K  
                Amortization Expense (Details)                                   
117: R101        Federal Funds Sold or Purchased, Securities         HTML     83K  
                Financing Agreements and Short-term Borrowings                   
                (Details)                                                        
118: R102        Federal Funds Sold or Purchased, Securities         HTML     88K  
                Financing Agreements and Short-term Borrowings -                 
                Offsetting Assets and Liabilities (Details)                      
119: R103        Federal Funds Sold or Purchased, Securities         HTML     69K  
                Financing Agreements and Short-term Borrowings -                 
                Repurchase Agreements and Securities Loaned                      
                Transactions Accounted for as Secured Borrowings                 
                (Details)                                                        
120: R104        Federal Funds Sold or Purchased, Securities         HTML     70K  
                Financing Agreements and Short-term Borrowings -                 
                Class of Collateral Pledged (Details)                            
121: R105        Commitments and Contingencies - Credit Extension    HTML     56K  
                Commitments Narrative (Details)                                  
122: R106        Commitments and Contingencies - Credit Extension    HTML     82K  
                Commitments (Details)                                            
123: R107        Commitments and Contingencies - Additional          HTML    122K  
                Information (Details)                                            
124: R108        Shareholders' Equity (Details)                      HTML    137K  
125: R109        Accumulated Other Comprehensive Income (Loss) -     HTML     77K  
                Change in Accumulated OCI (Details)                              
126: R110        Accumulated Other Comprehensive Income (Loss) -     HTML    120K  
                Changes in OCI Components Before- and After-tax                  
                (Details)                                                        
127: R111        Accumulated Other Comprehensive Income (Loss) -     HTML     85K  
                Reclassifications Out of AOCI (Details)                          
128: R112        Earnings Per Common Share - Basic and Diluted       HTML     74K  
                (Details)                                                        
129: R113        Earnings Per Common Share - Antidilutive            HTML     59K  
                Securities (Details)                                             
130: R114        Earnings Per Common Share - Dilutive Shares         HTML     51K  
                (Details)                                                        
131: R115        Fair Value Measurements - Recurring Fair Value      HTML    279K  
                (Details)                                                        
132: R116        Fair Value Measurements - Reconciliation (Details)  HTML    249K  
133: R117        Fair Value Measurements - Gains and Losses          HTML    223K  
                (Details)                                                        
134: R118        Fair Value Measurements - Recurring Fair Value      HTML    221K  
                Inputs (Details)                                                 
135: R119        Fair Value Measurements - Nonrecurring Fair Value   HTML     73K  
                (Details)                                                        
136: R120        Fair Value Measurements - Nonrecurring Fair Value   HTML     62K  
                Inputs (Details)                                                 
137: R121        Fair Value Option - Elections (Details)             HTML     86K  
138: R122        Fair Value Option - Changes in FV of Assets and     HTML    117K  
                Liabilities (Details)                                            
139: R123        Fair Value Option - Gains (Losses) Related to       HTML     51K  
                Borrower-specific Credit Risk (Details)                          
140: R124        Fair Value of Financial Instruments (Details)       HTML     67K  
141: R125        Mortgage Servicing Rights - Rollforward of          HTML     72K  
                Mortgage Servicing Rights (Details)                              
142: R126        Mortgage Servicing Rights - Significant Economic    HTML     52K  
                Assumptions (Details)                                            
143: R127        Mortgage Servicing Rights - Sensitivity Impacts     HTML     78K  
                (Details)                                                        
144: R128        Business Segment Information Business Segment       HTML     44K  
                Information - Narrative (Details)                                
145: R129        Business Segment Information (Details)              HTML    101K  
146: R130        Business Segment Information - Reconciliation of    HTML     71K  
                Revenue and Net Income (Details)                                 
148: XML         IDEA XML File -- Filing Summary                      XML    284K  
147: EXCEL       IDEA Workbook of Financial Reports                  XLSX    272K  
11: EX-101.INS  XBRL Instance -- bac-20160331                        XML  21.76M 
13: EX-101.CAL  XBRL Calculations -- bac-20160331_cal                XML    506K 
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12: EX-101.SCH  XBRL Schema -- bac-20160331                          XSD    524K 
149: ZIP         XBRL Zipped Folder -- 0000070858-16-000166-xbrl      Zip   1.06M

‘EX-10.A’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

Exhibit 10(a)

Form of Cash-Settled Restricted Stock Units Award Agreement

for Grants on or after February 12, 2016

This document contains your Award Agreement under the Bank of America Corporation Key Employee Equity Plan.

What you need to do


1.	Review the Award Agreement to ensure you understand its provisions. With each award you receive, provisions of your Award Agreement may change so it is important to review your Award Agreement.


2.	Print the Award Agreement and file it with your important papers.


3.	Designate your beneficiary on the Benefits OnLine® Beneficiary tab.

KEY EMPLOYEE EQUITY PLAN

RESTRICTED STOCK UNITS AWARD AGREEMENT

Granted To :

Grant Date :

Grant Type :

Grant Code :

Number Granted :

Note: The number of Restricted Stock Units is based on a “divisor price” of $[price], which is the ten (10)-day average closing price of Bank of America Corporation common stock for the ten (10) business days immediately preceding and including [date].

This Restricted Stock Units Award Agreement and all Exhibits hereto (the “Agreement”) is made between Bank of America Corporation, a Delaware corporation (“Bank of America”), and you, an employee of Bank of America or one of its Subsidiaries.

Bank of America sponsors the Bank of America Corporation Key Employee Equity Plan (the “Stock Plan”). A Prospectus describing the Stock Plan has been delivered to you. The Stock Plan itself is available upon request, and its terms and provisions are incorporated herein by reference. When used herein, the terms which are defined in the Stock Plan shall have the meanings given to them in the Stock Plan, as modified herein (if applicable).

The Restricted Stock Units covered by this Agreement are being awarded to you in connection with the Bank of America Corporation Executive Incentive Compensation Plan, subject to the

following terms and provisions.

1.Subject to the terms and conditions of the Stock Plan and this Agreement, Bank of America awards to you the number of Restricted Stock Units shown above. Each Restricted Stock Unit shall have a value equal to the Fair Market Value of one (1) share of Bank of America common stock.

2.You acknowledge having read the Prospectus and agree to be bound by all the terms and conditions of the Stock Plan and this Agreement.

3.The Restricted Stock Units covered by this Award shall become earned by, and payable to, you in accordance with the terms and conditions of the Stock Plan and this Agreement, in the amounts and on the dates shown on the enclosed Exhibit A.

4.If a cash dividend is paid with respect to Bank of America common stock, you shall not receive any dividend equivalents, additional full or fractional Restricted Stock Units or other cash payments with respect to such cash dividends.

5.You may designate a beneficiary to receive payment in connection with the Restricted Stock Units awarded hereunder in the event of your death while in service with Bank of America or its Subsidiaries in accordance with Bank of America’s beneficiary designation procedures, as in effect from time to time. Any beneficiary designation in effect at the time of your termination of employment with Bank of America and its Subsidiaries (other than a termination of employment due to your death) will remain in effect following your termination of employment unless you change your beneficiary designation or it otherwise ceases to be enforceable and/or valid in accordance with Bank of America`s beneficiary designation procedures, as in effect from time to time. If you do not designate a beneficiary or if your designated beneficiary does not survive you, then your beneficiary will be your estate.

6.The existence of this Award shall not affect in any way the right or power of Bank of America or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in Bank of America’s capital structure or its business, or any merger or consolidation of Bank of America, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or convertible into, or otherwise affecting the Bank of America common stock or the rights thereof, or the dissolution or liquidation of Bank of America, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

7.Bank of America may, in its sole discretion, decide to deliver any documents related to this Award or future Awards that may be granted under the Stock Plan by electronic means or request your consent to participate in the Stock Plan by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, agree to participate in the Stock Plan through an on-line or electronic system established and maintained by Bank of America or a third party designated by Bank of America.

Any notice which either party hereto may be required or permitted to give to the other shall be in writing and may be delivered personally, by intraoffice mail, by fax, by electronic mail or other

electronic means, or via a postal service, postage prepaid, to such electronic mail or postal address and directed to such person as Bank of America may notify you from time to time; and to you at your electronic mail or postal address as shown on the records of Bank of America from time to time or as otherwise determined appropriate by Bank of America, in its sole discretion, or at such other electronic mail or postal address as you, by notice to Bank of America, may designate in writing from time to time.

8.You agree that the Award covered by this Agreement is subject to the Incentive Compensation Recoupment Policy set forth in the Bank of America Corporate Governance Guidelines. To the extent allowed by and consistent with applicable law and any applicable limitations period, if it is determined at any time that you have engaged in Detrimental Conduct or engaged in any hedging or derivative transactions involving Bank of America common stock in violation of the Bank of America Corporation Code of Conduct that would undermine the performance incentives created by the Award, Bank of America will be entitled to recover from you in its sole discretion some or all of the cash paid to you pursuant to this Agreement. You recognize that if you engage in Detrimental Conduct or any hedging or derivative transactions involving Bank of America common stock, the losses to Bank of America and/or its Subsidiaries may amount to the full value of any cash paid to you pursuant to this Agreement. In addition, the Award is subject to the requirements of (i) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any implementing rules and regulations thereunder, (ii) similar rules under the laws of any other jurisdiction and (iii) any policies adopted by Bank of America to implement such requirements, all to the extent determined by Bank of America in its discretion to be applicable to you.

9.You acknowledge that, regardless of any action taken by Bank of America or your employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Stock Plan and legally applicable to you (“Tax-Related Items”) is and remains your responsibility and may exceed the amount (if any) withheld by Bank of America or your employer. You further acknowledge that Bank of America and/or your employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including the grant and vesting of the Restricted Stock Units or payout of the Award; and (ii) do not commit to structure the terms of the Award or any aspect of the Restricted Stock Units to reduce or eliminate your liability for Tax-Related Items. Further, if you have become subject to Tax-Related Items in more than one jurisdiction, you acknowledge that Bank of America or your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

In the event Bank of America determines that it and/or your employer must withhold any Tax- Related Items as a result of your participation in the Stock Plan, you agree as a condition of the grant of the Restricted Stock Units to make arrangements satisfactory to Bank of America and/or your employer to enable it to satisfy all withholding requirements by all legal means, including, but not limited to, withholding any applicable Tax-Related Items from the pay-out of the Restricted Stock Units. In addition, you authorize Bank of America and/or your employer to fulfill its withholding obligations by all legal means, including, but not limited to, withholding Tax-Related Items from your wages, salary or other cash compensation your employer pays to you. Bank of America may refuse to pay any earned Restricted Stock Units if you fail to comply

with any obligations in connection with the Tax-Related Items.

10.The validity, construction and effect of this Agreement are governed by, and subject to, the laws of the State of Delaware and the laws of the United States, as provided in the Stock Plan. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award or this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of North Carolina and agree that such litigation shall be conducted solely in the courts of Mecklenburg County, North Carolina or the federal courts for the United States for the Western District of North Carolina, where this Award is made and/or to be performed, and no other courts.

11.In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. This Agreement constitutes the final understanding between you and Bank of America regarding the Restricted Stock Units. Any prior agreements, commitments or negotiations concerning the Restricted Stock Units are superseded. Subject to the terms of the Stock Plan, this Agreement may only be amended by a written instrument signed by both parties.

12.If you move to any country outside of the United States during the term of your Award, additional terms and conditions may apply to your Award. Bank of America reserves the right to impose other requirements on the Award to the extent Bank of America determines it is necessary or advisable for legal or administrative reasons and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

Exhibit A

Bank of America Corporation

Key Employee Equity Plan

PAYMENT OF RESTRICTED STOCK UNITS

(a)PAYMENT SCHEDULE. Subject to the provisions of paragraphs (b) and (c) below, the Restricted Stock Units shall be earned and payable if you remain employed with Bank of America and its Subsidiaries through each of the payment dates as follows: one-twelfth (1/12th) of the total Restricted Stock Units granted for [year] shall be payable on the fifteenth (15th) day of each month during the twelve (12)-month period beginning in March [year] and ending in February [year] (each, a “Payment Date”).

Payment shall be made as soon as administratively practicable, generally within thirty (30) days after each applicable Payment Date.

(b)IMPACT OF TERMINATION OF EMPLOYMENT ON PAYMENT OF RESTRICTED STOCK UNITS. If your employment with Bank of America and its Subsidiaries terminates prior to any of the above Payment Date(s), then any portion of the Restricted Stock Units that has not yet become earned and payable shall become earned and payable or be canceled depending on the reason for termination as follows.

(i)Death or Disability. Any unearned portion of the Restricted Stock Units shall become immediately earned and payable as of the date of your termination of employment if your termination is due to your death or Disability. Payment will be made as soon as administratively practicable, generally within thirty (30) days after notification of termination from the payroll system.

(ii)All Other Terminations. In the case of All Other Terminations, any portion of the Restricted Stock Units that was not already earned and payable pursuant to paragraph (a) above as of the date of termination of employment shall be canceled as of that date.

(c)COVENANTS.

(i) Detrimental Conduct. You agree that during any period in which the Restricted Stock Units remain payable, you will not engage in Detrimental Conduct.

(ii) Hedging or Derivative Transactions. You agree that during any period in which the Restricted Stock Units remain payable, you will not engage in any hedging or derivative transactions involving Bank of America common stock in violation of the Bank of America Corporation Code of Conduct that would undermine the performance incentives created by the Award.

(iii) Remedies. Payment of Restricted Stock Units in accordance with the schedule set forth in paragraph (a) above is specifically conditioned on the requirement that, at all times prior to each Payment Date, you do not engage in Detrimental Conduct or hedging or

derivative transactions involving Bank of America common stock, as described in paragraphs (c)(i) and (ii) during such period. If Bank of America determines in its reasonable business judgment that you have failed to satisfy the foregoing requirements, then any portion of the Restricted Stock Units that has not yet been paid as of the date of such determination shall be immediately canceled as of the date of such determination.

(d)FORM OF PAYMENT. Payment of Restricted Stock Units shall be made in the form of cash for each Restricted Stock Unit that is payable. The amount of the payment that you will receive with respect to the Restricted Stock Units shall be determined by multiplying the number of Restricted Stock Units by the Fair Market Value of one (1) share of Bank of America common stock on the Payment Date.

(e)DEFINITIONS. For purposes hereof, the following terms shall have the following meanings.

All Other Terminations means any termination of your employment with Bank of America and its Subsidiaries, whether initiated by you or your employer, other than a termination due to your death or Disability.

Cause shall be defined as that term is defined in your offer letter or other applicable employment agreement; or, if there is no such definition, “Cause” means a termination of your employment with Bank of America and its Subsidiaries if it occurs in conjunction with a determination by your employer that you have (i) committed an act of fraud or dishonesty in the course of your employment; (ii) been convicted of (or plead no contest with respect to) a crime constituting a felony or a crime of comparable magnitude under applicable law (as determined by Bank of America in its sole discretion); (iii) committed an act or omission which causes you or Bank of America or its Subsidiaries to be in violation of federal or state securities laws, rules or regulations, and/or the rules of any exchange or association of which Bank of America or its Subsidiaries is a member, including statutory disqualification; (iv) failed to perform your job duties where such failure is injurious to Bank of America or any Subsidiary, or to Bank of America’s or such Subsidiary’s business interests or reputation; (v) materially breached any written policy applicable to your employment with Bank of America or any of its Subsidiaries including, but not limited to, the Bank of America Corporation Code of Conduct and General Policy on Insider Trading; or (vi) made an unauthorized disclosure of any confidential or proprietary information of Bank of America or its Subsidiaries or have committed any other material violation of Bank of America’s written policy regarding Confidential and Proprietary Information.

Detrimental Conduct means your serious misconduct or unethical behavior, including any one of the following: (i) any conduct that would constitute Cause; (ii) the commission of a criminal act by you, whether or not performed in the workplace, that subjects, or if generally known, would subject Bank of America or its Subsidiaries to public ridicule or embarrassment, or other improper or intentional conduct causing reputational harm to Bank of America, its Subsidiaries, or a client of Bank of America or its Subsidiaries; (iii) the breach of a fiduciary duty owed to Bank of America or its Subsidiaries or a client or former client of Bank of America or its Subsidiaries; (iv) intentional violation, or grossly negligent disregard, of Bank of America’s or its Subsidiaries’ policies, rules and procedures, specifically including, but not

limited to any of your obligations under the Bank of America Corporation Code of Conduct and workplace policies; or (v) you taking or maintaining trading positions that result in a need to restate financial results in a subsequent reporting period or that result in a significant financial loss to Bank of America or its Subsidiaries during or after the performance year.

Disability is as defined in the Stock Plan.

IN WITNESS WHEREOF, Bank of America has caused this Agreement to be executed by its duly authorized officer, and you have hereunto set your hand, all effective as of the Grant Date listed above.

Brian T. Moynihan

Chairman and Chief Executive Officer

[year] Cash-Settled RSU Award Agreement

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	5/2/16	424B2
For Period end:	3/31/16	13F-HR
	2/12/16	4, 424B2, 8-K
		List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/22/23  Bank of America Corp./DE          10-K       12/31/22  200:66M
11/10/22  Bank of America Corp./DE          SC TO-I                7:1.3M Bank of America Corp./DE          Donnelley … Solutions/FA
 2/22/22  Bank of America Corp./DE          10-K       12/31/21  201:72M
 2/24/21  Bank of America Corp./DE          10-K       12/31/20  199:66M

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Filing Submission 0000070858-16-000166 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)