SEC Info - Bank of America Corp/DE - ‘10-K’ for 12/31/10

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Bank of America Corp/DE – ‘10-K’ for 12/31/10 – ‘EX-10.III’

On: Friday, 2/25/11, at 4:27pm ET · For: 12/31/10 · Delayed-Release: Document/Exhibit `¶` – Release Delayed · Accession #: 950123-11-18743 · File #: 1-06523

Previous ‘10-K’: ‘10-K’ on 2/26/10 for 12/31/09 · Next: ‘10-K’ on 2/23/12 for 12/31/11 · Latest: ‘10-K’ on 2/20/24 for 12/31/23 · 11 References:

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

 2/25/11  Bank of America Corp/DE           10-K¶      12/31/10  191:87M                                    Donnelley … Solutions/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   6.65M 
191: COVER     ¶ Comment-Response or Cover Letter to the SEC         HTML     46K  
 2: EX-3.B      Articles of Incorporation/Organization or Bylaws    HTML    125K 
 3: EX-4.EE     Instrument Defining the Rights of Security Holders  HTML     70K 
 4: EX-4.FF     Instrument Defining the Rights of Security Holders  HTML     68K 
 5: EX-4.GG     Instrument Defining the Rights of Security Holders  HTML     63K 
 6: EX-4.HH     Instrument Defining the Rights of Security Holders  HTML     63K 
 7: EX-10.C     Material Contract                                   HTML     48K 
 9: EX-10.DDD   Material Contract                                   HTML     49K 
10: EX-10.EEE   Material Contract                                   HTML     97K 
 8: EX-10.I     Material Contract                                   HTML    252K 
11: EX-10.III   Material Contract                                   HTML     70K 
12: EX-10.JJJ   Material Contract                                   HTML    122K 
13: EX-10.KKK   Material Contract                                   HTML     83K 
14: EX-10.LLL   Material Contract                                   HTML     75K 
16: EX-21       Subsidiaries List                                   HTML    500K 
17: EX-23       Consent of Experts or Counsel                       HTML     49K 
18: EX-24.A     Power of Attorney                                   HTML     56K 
19: EX-24.B     Power of Attorney                                   HTML     49K 
15: EX-12       Statement re: Computation of Ratios                 HTML     58K 
20: EX-31.A     Certification -- §302 - SOA'02                      HTML     50K 
21: EX-31.B     Certification -- §302 - SOA'02                      HTML     50K 
22: EX-32.A     Certification -- §906 - SOA'02                      HTML     46K 
23: EX-32.B     Certification -- §906 - SOA'02                      HTML     46K 
143: XML         IDEA XML File -- Definitions and References          XML    986K  
169: XML         IDEA XML File -- Filing Summary                      XML   1.32M  
160: XML.R1      Document and Entity Information                      XML    236K  
161: XML.R2      Consolidated Statement of Income                     XML    729K  
91: XML.R3      Consolidated Balance Sheet                           XML   1.13M 
107: XML.R4      Consolidated Balance Sheet (Parenthetical)           XML    439K  
140: XML.R5      Consolidated Statement of Changes in Shareholders'   XML   1.57M  
                Equity                                                           
134: XML.R6      Consolidated Statement of Cash Flows                 XML    734K  
179: XML.R7      Consolidated Statement of Cash Flows                 XML    331K  
                (Parenthetical)                                                  
54: XML.R8      Summary of Significant Accounting Principles         XML    173K 
133: XML.R9      Merger and Restructuring Activity                    XML    144K  
47: XML.R10     Trading Account Assets and Liabilities               XML     89K 
46: XML.R11     Derivatives                                          XML    601K 
90: XML.R12     Securities                                           XML    515K 
152: XML.R13     Outstanding Loans and Leases                         XML    521K  
95: XML.R14     Allowance for Credit Losses                          XML    172K 
100: XML.R15     Securitizations and Other Variable Interest          XML    682K  
                Entities                                                         
125: XML.R16     Representations and Warranties Obligations and       XML    172K  
                Corporate Guarantees                                             
188: XML.R17     Goodwill and Intangible Assets                       XML    117K  
78: XML.R18     Deposits                                             XML     95K 
30: XML.R19     Federal Funds Sold, Securities Borrowed or           XML    124K 
                Purchased Under Agreements to Resell and                         
                Short-term Borrowings                                            
105: XML.R20     Long-term Debt                                       XML    389K  
149: XML.R21     Commitments and Contingencies                        XML    257K  
62: XML.R22     Shareholders' Equity                                 XML    181K 
141: XML.R23     Accumulated Other Comprehensive Income               XML    129K  
101: XML.R24     Earnings Per Common Share                            XML    111K  
178: XML.R25     Regulatory Requirements and Restrictions             XML    127K  
155: XML.R26     Employee Benefit Plans                               XML    599K  
111: XML.R27     Stock Based Compensation Plans                       XML    112K  
126: XML.R28     Income Taxes                                         XML    222K  
45: XML.R29     Fair Value Measurements                              XML    833K 
50: XML.R30     Fair Value Option                                    XML    185K 
66: XML.R31     Fair Value of Financial Instruments                  XML     90K 
85: XML.R32     Mortgage Servicing Rights                            XML    119K 
124: XML.R33     Business Segment Information                         XML    396K  
154: XML.R34     Parent Company Information                           XML    177K  
37: XML.R35     Performance By Geographic Area                       XML    122K 
55: XML.R36     Summary of Significant Accounting Principles         XML    100K 
                (Policies)                                                       
164: XML.R37     Merger and Restructuring Activity (Tables)           XML    155K  
176: XML.R38     Trading Account Assets and Liabilities (Tables)      XML     87K  
113: XML.R39     Derivatives (Tables)                                 XML    606K  
185: XML.R40     Securities (Tables)                                  XML    544K  
56: XML.R41     Outstanding Loans and Leases (Tables)                XML    559K 
187: XML.R42     Allowance for Credit Losses (Tables)                 XML    175K  
70: XML.R43     Securitizations and Other Variable Interest          XML    690K 
                Entities (Tables)                                                
33: XML.R44     Representations and Warranties Obligations and       XML    154K 
                Corporate Guarantees (Tables)                                    
67: XML.R45     Goodwill and Intangible Assets (Tables)              XML    106K 
148: XML.R46     Deposits (Tables)                                    XML     99K  
174: XML.R47     Federal Funds Sold, Securities Borrowed or           XML    121K  
                Purchased Under Agreements to Resell and                         
                Short-term Borrowings (Tables)                                   
98: XML.R48     Long-term Debt (Tables)                              XML    389K 
73: XML.R49     Commitments and Contingencies (Tables)               XML    125K 
123: XML.R50     Shareholder's Equity (Tables)                        XML    163K  
43: XML.R51     Accumulated Other Comprehensive Income (Tables)      XML    126K 
129: XML.R52     Earnings Per Common Share (Tables)                   XML    106K  
76: XML.R53     Regulatory Requirements and Restrictions (Tables)    XML    112K 
53: XML.R54     Employee Benefit Plans (Tables)                      XML    645K 
172: XML.R55     Stock-Based Compensation Plans (Tables)              XML    109K  
166: XML.R56     Income Taxes (Tables)                                XML    246K  
89: XML.R57     Fair Value Measurements (Tables)                     XML    837K 
60: XML.R58     Fair Value Option (Tables)                           XML    145K 
157: XML.R59     Fair Value of Financial Instruments (Tables)         XML     85K  
49: XML.R60     Mortage Servicing Rights (Tables)                    XML    129K 
135: XML.R61     Business Segment Information (Tables)                XML    394K  
130: XML.R62     Parent Company Information (Tables)                  XML    189K  
165: XML.R63     Performance by Geographical Area (Tables)            XML    121K  
159: XML.R64     Summary of Significant Accounting Principles         XML    958K  
                (Details)                                                        
181: XML.R65     Merger and Restructuring Activity (Details)          XML    215K  
58: XML.R66     Merger and Restructuring Activity (Details 1)        XML    504K 
88: XML.R67     Merger and Restructuring Activity (Details 2)        XML    132K 
119: XML.R68     Merger and Restructuring Activity (Details 3)        XML    318K  
103: XML.R69     Merger and Restructuring Activity (Details           XML    446K  
                Textuals)                                                        
122: XML.R70     Trading Account Assets and Liabilities (Details)     XML    511K  
186: XML.R71     Derivatives (Details)                                XML   7.25M  
59: XML.R72     Derivatives (Details 1)                              XML    426K 
71: XML.R73     Derivatives (Details 2)                              XML    517K 
65: XML.R74     Derivatives (Details Textuals)                       XML    479K 
115: XML.R75     Securities (Details)                                 XML   3.66M  
128: XML.R76     Securities (Details 1)                               XML   4.67M  
110: XML.R77     Securities (Details 2)                               XML    478K  
99: XML.R78     Securities (Details 3)                               XML    120K 
57: XML.R79     Securities (Details 4)                               XML    182K 
35: XML.R80     Securities (Details Textuals)                        XML   1.40M 
117: XML.R81     Outstanding Loans and Leases (Details)               XML   1.82M  
87: XML.R82     Outstanding Loans and Leases (Details 1)             XML    410K 
109: XML.R83     Outstanding Loans and Leases (Details 2)             XML   2.61M  
145: XML.R84     Outstanding Loans and Leases (Details 3)             XML    554K  
139: XML.R85     Outstanding Loans and Leases (Details 4)             XML    230K  
80: XML.R86     Outstanding Loans and Leases (Details 5)             XML    858K 
151: XML.R87     Outstanding Loans and Leases (Details 6)             XML    720K  
136: XML.R88     Outstanding Loans and Leases (Details 7)             XML    218K  
64: XML.R89     Outstanding Loans and Leases (Details 8)             XML    130K 
97: XML.R90     Outstanding Loans and Leases (Details Textuals)      XML   1.28M 
138: XML.R91     Allowance for Credit Losses (Details 1)              XML    615K  
77: XML.R92     Allowance for Credit Losses (Details 2)              XML   1.32M 
156: XML.R93     Allowance for Credit Losses (Details Textuals)       XML    260K  
83: XML.R94     Securitizations and Other Variable Interest          XML   1.20M 
                Entities (Details 1)                                             
144: XML.R95     Securitizations and Other Variable Interest          XML   3.44M  
                Entities (Details 2)                                             
118: XML.R96     Securitizations and Other Variable Interest          XML   3.95M  
                Entities (Details 3)                                             
36: XML.R97     Securitizations and Other Variable Interest          XML   1.44M 
                Entities (Details 4)                                             
81: XML.R98     Securitizations and Other Variable Interest          XML   1.27M 
                Entities (Details Textuals)                                      
150: XML.R99     Representations and Warranties Obligations and       XML    540K  
                Corporate Guarantees (Details)                                   
51: XML.R100    Representations and Warranties Obligations and       XML    480K 
                Corporate Guarantees (Details 1)                                 
112: XML.R101    Representations and Warranties Obligations and       XML    360K  
                Corporate Guarantees (Details Textuals)                          
127: XML.R102    Goodwill and Intangible Assets (Details 1)           XML    544K  
163: XML.R103    Goodwill and Intangible Assets (Details 2)           XML    345K  
190: XML.R104    Goodwill and Intangible Assets (Details Textuals)    XML    482K  
74: XML.R105    Deposits (Details)                                   XML    475K 
38: XML.R106    Federal Funds Sold, Securities Borrowed or           XML    793K 
                Purchased Under Agreements to Resell and                         
                Short-term Borrowings (Details)                                  
79: XML.R107    Long-term Debt (Details)                             XML   2.11M 
86: XML.R108    Long-term Debt (Details 1)                           XML    732K 
48: XML.R109    Long-term Debt (Details 2)                           XML   7.81M 
171: XML.R110    Long-Term Debt (Details Textuals)                    XML    635K  
168: XML.R111    Commitments and Contingencies (Details)              XML   9.96M  
42: XML.R112    Shareholder's Equity (Details)                       XML   3.04M 
92: XML.R113    Shareholders Equity (Details Textuals)               XML   1.21M 
108: XML.R114    Accumulated Other Comprehensive Income (Details)     XML    756K  
142: XML.R115    Earnings Per Common Share (Details 1)                XML    179K  
44: XML.R116    Earnings Per Common Share (Details 2)                XML    166K 
180: XML.R117    Earnings Per Common Share (Details Textual)          XML    242K  
120: XML.R118    Regulatory Requirements and Restrictions (Details)   XML    472K  
104: XML.R119    Regulatory Requirements and Restrictions (Details    XML    493K  
                Textuals)                                                        
41: XML.R120    Employee Benefit Plans (Details)                     XML    651K 
147: XML.R121    Employee Benefit Plans (Details 1)                   XML   1.15M  
131: XML.R122    Employee Benefit Plans (Details 2)                   XML   1.19M  
82: XML.R123    Employee Benefit Plans (Details 3)                   XML    860K 
72: XML.R124    Employee Benefit Plans (Details 4)                   XML    408K 
96: XML.R125    Employee Benefit Plans (Details 5)                   XML    495K 
183: XML.R126    Employee Benefit Plans (Details 6)                   XML    370K  
114: XML.R127    Employee Benefit Plans (Details 7)                   XML   1.94M  
116: XML.R128    Employee Benefit Plans (Details 8)                   XML    803K  
158: XML.R129    Employee Benefit Plans (Details 9)                   XML    373K  
132: XML.R130    Employee Benefit Plans (Details Textuals)            XML   1.31M  
32: XML.R131    Stock-Based Compensation Plans (Details)             XML    560K 
162: XML.R132    Stock-Based Compensation Plans (Details 1)           XML    812K  
68: XML.R133    Income Taxes (Details)                               XML   2.87M 
94: XML.R134    Fair Value Measurements (Details 1)                  XML   8.81M 
121: XML.R135    Fair Value Measurements (Details 2)                  XML   2.45M  
106: XML.R136    Fair Value Measurements (Details 3)                  XML    740K  
182: XML.R137    Fair Value Measurements (Details 4)                  XML   1.92M  
69: XML.R138    Fair Value Measurements (Details 5)                  XML    774K 
52: XML.R139    Fair Value Measurements (Details 6)                  XML    249K 
189: XML.R140    Fair Value Measurements (Details Textuals)           XML    541K  
175: XML.R141    Fair Value Option (Details)                          XML   1.52M  
93: XML.R142    Fair Value Option (Details 1)                        XML    520K 
31: XML.R143    Fair Value Option (Details Textuals)                 XML     87K 
167: XML.R144    Fair Value of Financial Instruments (Details)        XML    210K  
177: XML.R145    Mortage Servicing Rights (Details)                   XML    223K  
39: XML.R146    Mortgage Servicing Rights (Details 1)                XML    163K 
75: XML.R147    Mortgage Servicing Rights (Details 2)                XML    309K 
102: XML.R148    Mortgage Servicing Rights (Details Textuals)         XML     78K  
184: XML.R149    Business Segment Information (Details)               XML   1.40M  
63: XML.R150    Business Segment Information (Details 1)             XML   1.76M 
84: XML.R151    Business Segment Information (Details 2)             XML    626K 
137: XML.R152    Business Segment Information (Details 3)             XML    331K  
40: XML.R153    Parent Company Information (Details)                 XML    428K 
34: XML.R154    Parent Company Information (Details 1)               XML    551K 
146: XML.R155    Parent Company Information (Details 2)               XML    573K  
61: XML.R156    Performance by Geographical Area (Details)           XML    629K 
173: XML.R157    Performance by Geographical Area (Details            XML    244K  
                Textuals)                                                        
170: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS  11.72M  
24: EX-101.INS  XBRL Instance -- bac-20101231                        XML  17.41M 
26: EX-101.CAL  XBRL Calculations -- bac-20101231_cal                XML    381K 
29: EX-101.DEF  XBRL Definitions -- bac-20101231_def                 XML   3.49M 
27: EX-101.LAB  XBRL Labels -- bac-20101231_lab                      XML   5.83M 
28: EX-101.PRE  XBRL Presentations -- bac-20101231_pre               XML   4.32M 
25: EX-101.SCH  XBRL Schema -- bac-20101231                          XSD   1.11M 
153: ZIP         XBRL Zipped Folder -- 0000950123-11-018743-xbrl      Zip   1.02M

‘EX-10.III’ — Material Contract

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

exv10wiii

Exhibit 10(iii)

This document contains your 2011 Stock Units Award Agreement.

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.

2011 STOCK UNITS AWARD AGREEMENT

C: C: C: C:


	Granted To:

	Grant Date:

	Grant Type:

	Number Granted:

Note: The number of Stock Units is based on a “divisor price” of $14.58, which is the ten-day average closing price of Bank of America Corporation common stock for the ten business days immediately preceding and including February 15, 2011.

This 2011 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 associate of Bank of America or one of its Subsidiaries.

The 2011 Stock Unit Award covered by this Agreement (the “Award”) is being granted to you, subject to the following terms and provisions.

1. Subject to the terms and conditions of this Agreement, Bank of America awards to you the number of Stock Units shown above. Each 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 and agree to be bound by all the terms and conditions of this Agreement. Capitalized terms not otherwise defined herein shall have the meanings given to such terms on the enclosed Exhibit A.

3. The Stock Units covered by this Award shall become earned and payable to you on the dates shown on the enclosed Exhibit A, subject to the conditions set forth on the enclosed Exhibit A, to the extent applicable.

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 Stock Units or other cash payments with respect to such cash dividends.

5. You may designate a beneficiary to receive payment of the Award 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. If you do not designate a beneficiary or if your designated beneficiary does not survive you, then your beneficiary will be your estate.

6. Bank of America may, in its sole discretion, decide to deliver any documents related to this Award by electronic means or request your consent to participate in the Award by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, agree to participate in the Award 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 at such other electronic mail or postal address as you, by notice to Bank of America, may designate in writing from time to time.

7. 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 Ethics 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.

8. Regardless of any action Bank of America or your employer takes with respect to any or all income tax, payroll tax or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items owed by you is and remains your responsibility and may exceed the amount actually 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 grant of Stock Units, including the grant and vesting of the Stock Units

or payout of the Award; and (ii) do not commit to structure the terms of the grant or any aspect of the Stock Units to reduce or eliminate your liability for Tax-Related Items. Further, if you have become subject to the Tax-Related Items in connection with the Award 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 Award, you agree as a condition of the grant of the Stock Units to make arrangements satisfactory to Bank of America and/or your employer to enable it to satisfy all withholding requirements, including, but not limited to, withholding any applicable Tax-Related Items from the pay-out of the 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 Stock Units if you fail to comply with any withholding obligation.

9. 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. 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 grant is made and/or to be performed, and no other courts.

10. 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 this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded. This Agreement may only be amended by a written instrument signed by both parties.

11. This Agreement is intended to comply with Section 409A of the Internal Revenue Code to the extent applicable. Notwithstanding any provision of the Agreement to the contrary, the Agreement shall be interpreted, operated and administered consistent with this intent.

12. If you move to any other country 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 in order to comply with local law or facilitate the administration of the Award and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

13. Nothing in this Agreement shall interfere with or limit in any way the right of Bank of America to terminate your employment at any time, nor confer upon you any right to continue in the employment of Bank of America or its Subsidiaries. For purposes of this Agreement, a transfer of your employment between Bank of America and a Subsidiary of Bank of America,

or between Subsidiaries, shall not be deemed to be a termination of employment.

14. Bank of America may at any time and from time to time alter, amend, suspend or terminate this Agreement in whole or in part. No termination, amendment or modification of this Agreement shall adversely affect in any material way your rights with respect to the Award, without your written consent.

15. Your rights and interests under this Agreement may not be assigned or transferred. To the extent that you acquire a right to receive payments from Bank of America under this Agreement, such right shall be no greater than the right of any unsecured general creditor of Bank of America. Nothing contained in this Agreement shall be deemed to create a trust of any kind or any fiduciary relationship between you and Bank of America. This Agreement shall be binding on Bank of America and any successor in interest of Bank of America.

16. The Award shall be equitably adjusted as determined by Bank of America in the event of any stock dividend, stock split or similar change in the capitalization of Bank of America.

Exhibit A

Bank of America Corporation
Stock Unit Award

PAYMENT OF AWARD

(a) PAYMENT SCHEDULE. Subject to the provisions of paragraphs (b) and (c) below, the 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 Stock Units granted for 2010 shall be payable on the fifteenth (15th) day of each month during the twelve (12)-month period beginning in March 2011 and ending in February 2012 (each, a “Payment Date”).

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

(b) IMPACT OF TERMINATION OF EMPLOYMENT ON PAYMENT OF AWARD. 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 Award 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 Award shall become immediately earned and payable as of the date of your termination of employment if your termination is due to death or Disability. Payment will be made as soon as administratively practicable, generally within 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 Award that that was not already earned and payable pursuant to paragraph (a) above as of the date of termination of employment shall be cancelled as of that date.

(i) Detrimental Conduct. You agree that during any period in which the Award remains payable, you will not engage in Detrimental Conduct.

(ii) Hedging or Derivative Transactions. You agree that during any period in which the Award remains 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 Ethics that would undermine the performance incentives created by the Award.

(iii) Remedies. Payment of the Award 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 Award that has not yet been paid as of the date of such determination shall be immediately cancelled as of the date of such determination.

(d) FORM OF PAYMENT. Payment of Stock Units shall be made in the form of cash for each Stock Unit that is payable. The amount of the payment that you will receive with respect to the Award shall be determined by multiplying the number of 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 function(s), which Bank of America views as being material to your position and the overall business of Bank of America and its Subsidiaries under circumstances where such failure is detrimental to Bank of America or any Subsidiary; (v) materially breached any written policy applicable to associates of Bank of America and its Subsidiaries including, but not limited to, the Bank of America Corporation Code of Ethics 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 (i) any conduct that would constitute Cause or (ii) any one of the following: (A) any act or omission by you resulting or intended to result in personal gain at the expense of Bank of America or its Subsidiaries; (B) the improper disclosure by you of proprietary, privileged or confidential information of Bank of America or its Subsidiaries or a client or former client of Bank of America or its Subsidiaries or 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; (C) improper conduct by you including, but not limited to, fraud, unethical conduct, falsification of the records of Bank of America or its Subsidiaries, unauthorized removal of property or information of Bank of America or its Subsidiaries, intentional violation or negligent disregard for Bank of America’s or its Subsidiaries’ policies, rules and procedures, insubordination, theft, violent acts or threats of violence, unauthorized possession of controlled substances on the property of Bank of America or its Subsidiaries,

conduct causing reputational harm to Bank of America or its Subsidiaries or a client of Bank of America or its Subsidiaries, or the use of the property, facilities or services of Bank of America or its Subsidiaries for unauthorized or illegal purposes; (D) the performance by you of your employment duties in a manner deemed by Bank of America or its Subsidiaries to be grossly negligent; (E) 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 (F) 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 means “disability” as defined from time to time under any long-term disability plan of Bank of America or your employer.

Fair Market Value means on any date, the closing price of a share of Bank of America common stock as reflected in the report of composite trading of New York Stock Exchange listed securities for that day (or, if no shares were publicly traded on that day, the immediately preceding day that shares were so traded) published in The Wall Street Journal [Eastern Edition] or any other publication selected by Bank of America; provided, however, that if the shares are misquoted by the selected publication(s), Bank of America shall directly solicit the information from officials of the stock exchanges or from other informed independent market sources.

Subsidiary means any corporation, partnership, joint venture, affiliate or other entity in which Bank of America owns more than eighty percent (80%) of the voting stock or voting ownership interest, as applicable, or any other business entity designated by Bank of America as a Subsidiary for purposes of this Agreement.

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
Chief Executive Officer and President

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	2/25/11	FWP
	2/15/11	13F-HR, 4, 424B2
For Period end:	12/31/10	11-K, 13F-HR, 13F-HR/A, 4, 5
		List all Filings

11 Subsequent Filings that Reference this Filing

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

 2/20/24  Bank of America Corp./DE          10-K       12/31/23  200:61M
 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
 8/02/21  Bank of America Corp./DE          S-3/A                 12:4.2M                                   Donnelley … Solutions/FA
 6/25/21  Bank of America Corp./DE          S-3                   10:2.9M                                   Donnelley … Solutions/FA
 2/24/21  Bank of America Corp./DE          10-K       12/31/20  199:66M
 1/30/12  SEC                               UPLOAD¶    10/03/17    1:45K  Bank of America Corp./DE
12/02/11  SEC                               UPLOAD¶    10/03/17    1:52K  Bank of America Corp./DE
 8/03/11  SEC                               UPLOAD¶    10/03/17    1:69K  Bank of America Corp./DE
 6/06/11  SEC                               UPLOAD¶    10/03/17    1:189K Bank of America Corp./DE

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Filing Submission 0000950123-11-018743 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)