Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Baybanks, Inc. Form 10-K 19 116K
2: EX-3.1B Certificate of Vote of Directors 11 28K
3: EX-10.7 1994 Restricted Stock Plan 5 21K
4: EX-11 Computation of Earnings 2± 8K
5: EX-13 Portions of Annual Report 66± 321K
6: EX-22 Subsidaries of the Registrant 1 6K
7: EX-23 Consent of Independent Auditors 1 7K
EX-10.7 — 1994 Restricted Stock Plan
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EXHIBIT 10.7
1994 RESTRICTED STOCK PLAN
1. PURPOSE.
The purpose of this Restricted Stock Plan (the "Plan") is to attract,
motivate, and retain outstanding individuals as employees of BayBanks, Inc.
(the "Corporation") and its Subsidiaries, as hereinafter defined, to align
their future interests with those of the Corporation's stockholders, and to
reward appropriately those who make substantial contributions to the success
and welfare of the Corporation.
2. STOCK SUBJECT TO THE PLAN.
The stock that may be granted under the Plan shall be the Common Stock,
$2.00 par value, of the Corporation. The maximum total number of shares of
such stock that may be issued under the Plan shall be 500,000 shares (except
as such amount may be adjusted in accordance with the provisions of Section 9
hereof). Such shares may be either unissued shares or reacquired shares.
If previously awarded shares are forfeited to the Corporation by reason of
termination of employment during the applicable Restriction Period, or for any
other reason, such shares shall not again be awarded under the Plan unless the
respective grant recipient has not had the benefits of ownership thereof
(other than voting rights). In the event the Corporation acquires or merges or
consolidates with another company, Common Stock issuable under the Plan as a
result of the Corporation's assumption of outstanding awards from such other
company or the substitution of grants under the Plan for outstanding awards of
such other company shall not reduce the shares available for grant under the
Plan.
3. ELIGIBILITY AND PARTICIPATION.
Individuals eligible to receive grants of Restricted Stock, as hereinafter
defined, under the Plan shall be those employees of the Corporation and its
Subsidiaries selected from time to time by the Plan's administrative
committee, provided, however, that each grant recipient must have been
employed by the Corporation or a Subsidiary for a period of at least six
months immediately preceding the date of grant. No person who is not an
officer or salaried employee of the Corporation or a Subsidiary shall be
eligible to receive a grant under the Plan. Grants made under the Plan in any
year shall neither preclude nor require selection of a grantee to receive
future grants or require that the grantee receive the same type or amount of
award as at any other time, or as may be received by any other grant recipient
at any time. Neither the Plan nor any action taken under the Plan shall be
construed as giving any grantee the right to be retained in the employ of the
Corporation or a Subsidiary.
4. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by a Committee (the "Committee") appointed
by, and to serve at the pleasure of, the Board of Directors of the Corporation
and consisting of three or more directors, each of whom is a "disinterested
person" within the meaning of Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, or any successor provision, as applicable to the
Corporation at the time. Until the Board of Directors shall otherwise
determine, that Committee shall be the Corporate Compensation Committee.
Subject to the express provisions hereof, the Committee shall have sole and
complete authority to make grants of Restricted Stock. Such authority shall
include, but not be limited to, selecting individuals to receive grants under
the Plan, determining the number of shares of Common Stock (subject to the
limitations in Section 2 hereof) to be awarded to each grant recipient under
the Plan and the terms and conditions under which such grants shall be made,
and determining the duration and terms of each Restriction Period.
The Committee also shall have authority to adopt rules and regulations for
carrying out the Plan and to interpret, construe, implement, and otherwise
administer the provisions of the Plan. Decisions of the Committee shall be
final. A majority of the Committee shall constitute a quorum. The acts of a
majority of the members present at any meeting at which a quorum is present
(or acts approved in writing by a majority of the Committee) shall be the acts
of the Committee. The Committee shall keep minutes of its proceedings and from
time to time make such reports to the Board of Directors as the Board shall
direct.
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5. EFFECTIVE DATE.
The Effective Date of the Plan shall be the date upon which the Plan is
adopted by the Board of Directors of the Corporation. The Plan shall terminate
if it is not approved within twelve months after the Effective Date by vote of
the holders of a majority of the stock of the Corporation present in person or
by proxy and entitled to vote at a special or annual meeting of the
stockholders of the Corporation.
6. TERMS AND CONDITIONS OF GRANTS.
6.1 Grants under the Plan shall consist of Restricted Stock, which shall
be shares of Common Stock of the Corporation transferred to grant recipients
in furtherance of the purposes of the Plan without, unless otherwise provided,
other payment and subject to the restrictions referred to in this Section 6.
All shares of Restricted Stock granted under the Plan shall be so granted for,
and in consideration of, past services rendered to the Corporation or a
Subsidiary and shall be subject to the following terms and conditions and to
such other terms and conditions, not inconsistent with the Plan, as shall be
prescribed by the Committee in its sole discretion and as shall be contained
in the Agreement referred to in Section 6.1(d) hereof.
(a) At the time of a grant of shares of Restricted Stock, the
Committee shall establish for all such shares received by a grantee (or,
if it is the intent that the total of such shares shall be divided into
separate parts, for each part of such total) a period of time (the
"Restriction Period") commencing with the date of the grant of such shares
during which time the shares may not be sold, assigned, transferred,
pledged, or otherwise encumbered, except as herein provided. Different
Restriction Periods may be fixed for different parts of the shares that
are being granted to a recipient, and the Restriction Period for one grant
may differ from the Restriction Period for other grants. Except for such
restrictions, unless otherwise determined by the Committee, the grant
recipient as owner of such Restricted Stock shall have all the rights of a
stockholder, including but not limited to the right to receive all
dividends paid on such Restricted Stock and the right to vote such
Restricted Stock. Unless otherwise determined by the Committee, the
restrictions shall terminate upon the earliest to occur of the expiration
of the Restriction Period or the grantee's death, disability, or
retirement, or in any other circumstances determined by the Committee at
the time of the grant or at any time thereafter.
(b) If a grant recipient ceases to be an employee of the Corporation
or a Subsidiary, all shares of Restricted Stock theretofore granted to him
as to which the restrictions imposed under this Section 6 have not
terminated or do not thereby terminate shall, except as provided in
Section 7 hereof, upon such cessation of employment be forfeited and
returned to the Corporation unless the Committee, in its discretion,
otherwise determines.
(c) Each certificate issued in respect of shares of Restricted Stock
granted under the Plan shall be registered in the name of the grantee and
deposited by him, together with a stock power endorsed in blank, with the
Corporation and shall bear the following (or a similar) legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms, conditions and
restrictions (including forfeiture) contained in a Plan and an
Agreement between the registered owner and BayBanks, Inc. A copy of
such Plan and Agreement will be furnished to the holder of this
certificate upon written request and without charge."
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(d) The grant recipient shall enter into an Agreement with the
Corporation, in a form not inconsistent with the Plan, agreeing to the
terms and conditions of the grant and such other matters as the Committee
shall in its sole discretion determine. The Agreement may be amended by
the Committee at any time to modify the Restriction Period with respect to
any shares of Restricted Stock the restrictions on which have not then
lapsed or in any other respect; provided that, except as provided in
Section 12, no amendment shall adversely affect the terms and conditions
of an outstanding grant without the written consent of the grant
recipient.
(e) Upon the termination of the restrictions imposed under this
Section 6, the Corporation shall return to the grantee (or his legal
representative, beneficiary, or heir) certificates, without a legend, for
the shares of Common Stock deposited with it pursuant to subsection (c)
hereof.
6.2 The Corporation or a Subsidiary, as the case may be, shall have the
right to deduct from amounts payable to the grantee, or to require the grantee
to pay, any taxes required by law to be withheld with respect to such
Restricted Stock. In the Committee's discretion such tax obligations may be
paid in whole or in part in shares of Common Stock, including shares retained
from the grant creating the tax obligation, valued at their fair market value
on the date of delivery.
6.3 No rights or interests of a grant recipient under the Plan may be
assigned, encumbered, or transferred except by will or the laws of descent and
distribution.
7. CHANGE IN CONTROL.
In order to preserve the rights of a grant recipient in the event of a
merger or consolidation of the Corporation with another corporation or of a
Change in Control of the Corporation, the Committee may in its discretion
include in the grant Agreement or in any amendment thereto (subject to the
proviso of Section 6.1(d)) provisions: (i) permitting restrictions on
Restricted Stock to lapse, in whole or in part, immediately prior to such
event, (ii) adjusting the terms of a grant in a manner determined by the
Committee to reflect the Change in Control, (iii) causing a grant to be
assumed, or new rights substituted therefor, by another entity, and/or (iv)
making such other provision as the Committee may consider equitable and in the
best interests of the Corporation. After a Change in Control of the
Corporation, the Corporation shall pay all reasonable legal fees, costs, and
other expenses incurred by any grantee in enforcing rights under this Plan or
the grant Agreement. The term "Change in Control" shall have such meaning with
respect to any grant of Restricted Stock as the Committee determines and is
specified in the Agreement for such grant.
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8. SECURITIES AND OTHER LAWS.
In any case where in the opinion of the Committee, the issue and/or
delivery of shares of Common Stock under the Plan would violate requirements
of Federal or state securities or other laws, or the requirements of any
exchange on which the securities are listed, the Corporation shall be entitled
to postpone such issue and/or delivery until such requirements have been met.
The Committee may require representations and agreements from any grant
recipient in order to ensure compliance with Federal or state securities or
other laws.
9. ADJUSTMENT IN NUMBER OF SHARES.
In the event that there are any changes in the outstanding Common Stock of
the Corporation by reason of stock dividends, stock splits, or
recapitalizations (whether by way of mergers, consolidations, combinations, or
exchanges of shares or the like) the aggregate number and kind of shares
available under the Plan shall be appropriately adjusted by the Committee, if
necessary, to reflect equitably such change or changes. Any shares of stock or
other securities received by a grant recipient with respect to shares still
subject to the restrictions imposed by Section 6 will be subject to the same
restrictions and shall be deposited with the Corporation in accordance with
Section 6.
10. NOTICE OF ELECTION UNDER SECTION 83(B).
Each grant recipient making an election under Section 83(b) of the
Internal Revenue Code of 1986, as amended, and the regulations and rulings
promulgated thereunder, will provide a copy thereof to the Corporation within
thirty days of the filing of such election with the Internal Revenue Service
and the Agreement referred to in Section 6 shall so provide.
11. TERM OF PLAN.
Unless sooner terminated the Plan shall terminate ten years from the
Effective Date and no Restricted Stock shall be granted thereafter.
12. AMENDMENTS AND TERMINATION.
The Plan or any portion hereof may be amended at any time and from time to
time or terminated by the Board of Directors, subject to such approval of the
stockholders as the Board of Directors shall deem necessary or advisable. No
amendment or termination shall adversely affect the terms and conditions of
outstanding grants without the written consent of the grantee, except that the
Plan and any Agreement may be amended without the consent of any grant
recipient in order to conform to restrictions or limitations imposed by
securities or tax laws or regulations, or any other laws or regulations deemed
by the Corporation to be binding upon it.
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13. MISCELLANEOUS.
13.1 Transfer of Employment. The transfer of employment of an employee
from the Corporation to a Subsidiary or from a Subsidiary to the Corporation
or to another Subsidiary shall not constitute a termination of employment for
the purposes of the Plan.
13.2 Definition of Subsidiary. For all purposes of the Plan, the term
"Subsidiary" means any corporation of which the Corporation owns or controls
more than 50% of the outstanding shares of capital stock entitled ordinarily
(rather than in some contingency) to vote for the election of directors
(counting shares owned or controlled by a Subsidiary within this definition as
being owned or controlled by the Corporation).
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