Global Chief Administrative Officer
February 22, 2010
Gregory L. Curl
2100 Delpond Lane
Charlotte, NC 28226
This letter confirms in writing the mutual agreement between you and Bank of America regarding your retirement and the impact of that retirement on the Employment Agreement that you originally entered into with Boatmens Bancshares, Inc. dated January 30, 1996, as clarified by a letter agreement with Bank of America dated May 7, 2001 (the Employment Agreement).
Retirement Date: Your retirement date will be on or about March 31, 2010, or such other date that we may mutually agree. Your retirement will be treated as a voluntary termination under section 6.3 of the Employment Agreement, and accordingly no cash severance benefits will be payable under the Employment Agreement. You have been furnished with a summary of your earned and vested equity and retirement benefits. This letter satisfies any requirement under section 6.3 that you provide advance notice of your retirement.
Duties: Through your retirement date you will assist in the transition of your risk duties and consult on possible strategic partnerships.
Incentive Opportunity: You will be eligible for a discretionary partial incentive award for your services in 2010, to be determined after year end in the normal course of incentive award determinations and payable before March 15, 2011.
Tel: 704.388.1147 Fax: 704.386.1132
Bank of America, NC1-007-58-22
100 North Tryon Street, Charlotte, NC 28255
February 22, 2010
Confirmation Regarding Covenants: You are subject to certain covenants under Article 9 of the Employment Agreement, including a covenant not to compete for 12 months under section 9.1 and a nonsolicitation of employees for 24 months under section 9.3. The covenants in Article 9 apply in connection with your retirement. However, for purposes of section 9.1, you will be considered in competition with Bank of America only if you are engaged, directly or indirectly, whether as a director, officer, employee, consultant, agent or otherwise, with a business entity that is listed on Exhibit A attached hereto.
Please indicate your agreement with this letter by signing the enclosed copy of this letter and returning it to my attention by no later than February 25, 2010. Please let me know if you have any questions.
|ACCEPTED AND AGREED TO:|
|Feb. 23, 2010|
|Gregory L. Curl||Date|
Credit Suisse Group
Jefferies & Company
Piper Jaffray Companies
|*||Includes any subsidiaries and affiliates of the listed entities|