EXHIBIT 10.1



 




EXHIBIT 10.1



This Grant Document sets forth the terms and conditions of your
year-end grant of stock-based compensation under the Merrill Lynch &
Co., Inc. (“ML&Co.”) Long-Term Incentive Compensation Plan (the
“Plan”).



1. The Plan.



This grant is made under the Plan, the terms of which are
incorporated into this Grant Document. Capitalized terms used in this
Grant Document that are not defined, shall have the meanings as used
or defined in the Plan. References in this Grant Document to any
specific Plan provision shall not be construed as limiting that
provision or the applicability of any other Plan provision.



2. Grant Conditions.



By accepting this grant, you acknowledge that you understand that the
grant is subject to all of the terms and conditions contained in the
Plan and in this Grant Document and that you consent to all grant
conditions, including without limitation, the conditions set forth in
paragraphs 3, 4 and 6.




RESTRICTED SHARES





	(a)	 	General. A Restricted Share is a share of ML&Co.
Common Stock that is beneficially owned by you but held by
ML&Co. on your behalf until the end of the Vesting Period
described below. Your Restricted Shares have voting rights and
pay quarterly dividends.






	(b)	 	Vesting Period. Except as described in paragraph 3,
Restricted Shares will be forfeited if you terminate employment
or otherwise violate any of the terms and conditions of your
grant during the four-year Vesting Period ending on the date
specified in your grant as the Vesting Date. Restricted Shares
may not be sold, transferred, assigned, pledged or otherwise
encumbered during the Vesting Period. Thereafter, Restricted
Shares will be distributed to you, subject to reduction in the
number of shares to be delivered necessary to satisfy applicable
tax withholding requirements.






	(c)	 	Termination of Your Rights to Restricted Shares
under Certain Circumstances. Unless the Committee otherwise
determines, and except as provided in paragraph 3 hereof, (1) if
your employment terminates for any reason other than Retirement
or Disability or as a result of a Reduction in Force (as more
fully described in paragraph 4) or (2) you violate any of the
conditions outlined in paragraph 4 hereof, your right to the
Restricted Shares that have not yet become vested prior to your
date of termination or the date of the violation of the
conditions outlined in paragraph 4 shall terminate and the
Restricted Shares shall not be delivered to you.






	(d)	 	Delivery — Merrill Lynch Account Designation.






	 	(i)	 	As a participant in the Plan, you need to
designate a Merrill Lynch account into which shares of ML&Co.
Common Stock will be deposited when they are released







 






 





	 	 	 	to you. This account cannot be a Trust Account, Individual
Retirement Account or other tax-deferred account. You may use
a joint account if you are the primary owner of the account.
Account designations can be made on the Payroll Self Service
Web Site at http://hr.worldnet.ml.com/edf2. (From the HR
Intranet homepage, click on Payroll Self Service.)
	 	(ii)	 	Once your Restricted Shares have vested in
accordance with the terms of this Grant Document, you will be
entitled to have those shares delivered as soon as practicable
(but in no case more than 30 days after the Vesting Date) to
the Merrill Lynch account you have designated.





STOCK OPTIONS





	(a)	 	General. Upon payment of the Exercise Price, and
applicable federal, state, local or other tax withholding due on
exercise, you will receive shares of ML&Co. Common Stock.






	(b)	 	Exercisability. Stock Options become exercisable at
a rate of 25% per year beginning on the first anniversary date
of the award. Once exercisable, Stock Options remain
exercisable until the expiration date of the award, provided
that you comply with the covenants contained in paragraph 4 and
remain employed by Merrill Lynch. Termination of Employment
rules that govern whether or not you may continue to exercise
your options after your employment has terminated are set forth
under the heading Termination of Employment that follows.






	(c)	 	Exercise Price. The Exercise Price of your Stock
Options is the price at which you have the right to purchase a
share of ML & Co. Common Stock. The Exercise Price is reflected
on the Certificate of Grant.






Your option exercise choices are described on the Human Resources
section of the Merrill Lynch WorldNet at
http://hr.worldnet.ml.com:1180/WN/index/1,,3465,00.html




	(d)	 	Termination of Your Rights to Exercise Stock Options
under Certain Circumstances. Unless the Committee otherwise
determines, and except as provided in paragraph 3 hereof, (1) if
your employment terminates for any reason other than Retirement
or Disability or as a result of a Reduction in Force (as more
fully described in paragraph 3) or (2) you violate any of the
conditions outlined in paragraph 4 hereof, your right to Stock
Options that have not been exercised prior to your date of
termination or the date of the violation of the conditions
outlined in paragraph 4 shall terminate and the Stock Options
shall be no longer exercisable and shall be cancelled.






	(e)	 	Transferability. Stock Options may not be
assigned, pledged or otherwise transferred in whole or in part
except as noted below or, in the event of death, to a
beneficiary designated on the Designation of Beneficiary Form.
A beneficiary may include a charity or trust.






All or a portion of the Stock Options awarded to employees
receiving a stock bonus of US$300,000 or more may be transferred
at any time after the grant date to children and grandchildren and
to trusts for their benefit. This feature offers estate and gift
tax planning flexibility for U.S. taxpayers and may not be
applicable to employees resident






 






 






outside of the U.S. Please contact your tax or financial advisor
for advice on transferring Stock Options. Please contact the
Corporate Secretary’s Office for more details.




In the U.S., the Internal Revenue Service has indicated that the
transfer of a stock option is not considered complete for U.S.
gift tax purposes until it is no longer subject to forfeiture.
You should consult with your tax or financial advisor for advice
on any such gift.


3. Effect of Termination of Employment.



In general, if, prior to the end of the Vesting Period for your
grant, your employment terminates or you fail to comply with the
covenants contained in paragraph 4 of this Grant Document, your
rights to your unvested Restricted Shares and unexercised Stock
Options will cease and they will be forfeited. In the case of
termination of employment, if your termination occurs in connection
with the limited circumstances outlined below your grant will
continue to vest notwithstanding termination, provided that you
continue to satisfy the conditions described below – if you fail to
comply with the conditions your rights to your Restricted Shares will
cease and they will be forfeited:





	(a)	 	Death: If you die: (1) your Restricted Shares will
vest immediately and shares will be distributed to your
designated beneficiary or estate as soon as possible; and (2)
any unexercised Stock Options will be immediately exercisable
by your designated beneficiary or your estate.






	(b)	 	Disability or Career Retirement: If your employment
is terminated as a result of Disability or if you qualify for
Career Retirement (as defined below) your Restricted Shares
will continue to vest and your Stock Options will continue to
be and become exercisable, notwithstanding your termination
provided that, (1) you do not compete with, or recruit
employees from, Merrill Lynch and (2) do not violate the
covenants contained in paragraph 4. If you compete with or
recruit employees from Merrill Lynch or violate the covenants
contained in paragraph 4 during the Vesting Period for your
Restricted Shares or the exercisability period for your Stock
Options, your rights to your unvested Restricted Shares and
unexercised Stock Options will terminate and they will be
forfeited.






To be eligible for “Career Retirement” treatment, you must fulfill
the following requirements:




	 	•	 	Your employment must have been terminated other than for cause, and






	 	•	 	You must have completed at least 5 years of service with Merrill Lynch, and






	 	•	 	Your age and service computed as full years and
completed months total at least 45, or






	 	•	 	At the request of Merrill Lynch, you become an
employee (upon termination with ML) of a non-consolidated
joint venture of ML & Co., a spin-off or a new venture







 






 





	 	 	 	company in which ML&Co. has made a substantial investment and
that is expressly approved by the Head of Human Resources for
Career Retirement treatment.






	 	•	 	After your termination, you must not engage in
any business that is in competition with the business of
Merrill Lynch, recruit any Merrill Lynch employees or violate
any of the covenants contained in paragraph 4 hereof.






“Disability,” under the Plan is defined as a physical or
mental condition that, in the opinion of the Head of Human
Resources of Merrill Lynch (or his or her functional successor),
renders you incapable of engaging in any employment or occupation
for which he or she is suited by reason of education or training.




	(c)	 	Termination of Employment Due to Reduction in
Force: If your employment is terminated in connection with a
reduction in force, provided that, you sign and return an
Agreement and Release and you comply thereafter with its terms:






	 	(i)	 	your Restricted Shares will continue to vest until their
Vesting Date,
	 
	 	(ii)	 	your Stock Options will continue to be
and become exercisable until a date which is 30 days after
the last date on which all Stock Options that have been
awarded to you become 100% exercisable.






NOTE: The effect of this provision will be that your Stock Options
will have an exercise period that may be considerably shorter than
their original term.




	(d)	 	Termination of Employment for Other Reasons
(including cause): In the event your employment is terminated
for any other reason, including if your employment is
terminated by Merrill Lynch for cause, your rights to your
unvested Restricted Shares and unexercisable Stock Options
shall terminate and they will be forfeited. You will have 90
days (but in no event beyond the expiration date of the award)
to fully exercise all exercisable Stock Options – after such 90
period has lapsed, your rights to any unexercised Stock Options
shall terminate, and they shall be forfeited.





4. Conditions.





	(a)	 	Notice Period. You agree that for the remainder of
your employment, you shall provide ML&Co. with at least six
months advance written notice (the “Notice Period") prior to
the termination of your employment. During this Notice Period,
you shall remain employed by Merrill Lynch (and receive base
salary and certain benefits, but will not receive any payments
or distributions or accrue any rights to a bonus or any
payments or distributions under the Variable Incentive
Compensation Program, pro-rata or otherwise) and shall not
commence employment with any other employer. You further agree
that during the Notice Period, you shall not directly or
indirectly induce or solicit any client of Merrill Lynch to
terminate or modify its relationship with Merrill Lynch.






	(b)	 	Employment by a Competitor. You agree that, during
the period beginning on the date of the termination of your
employment and ending on the date of vesting of your Restricted
Shares or Stock Options, you will not, without prior written
consent from ML&Co., engage in any employment, accept or
maintain any directorship or other







 






 





	 	 	position, own an interest in, or, as principal, agent, employee,
consultant or otherwise, provide any services to anyone, whether
or not for compensation, in any business that is engaged in
competition with the business of the ML&Co. or its affiliates (a
“Competitive Business”).






	(c)	 	Non-Solicitation. You agree that you will not
directly or indirectly solicit for employment any person who is
or was an employee of ML&Co. or any of its affiliates at any
time during the six-month period immediately preceding the date
of such solicitation.






	(d)	 	No Hire. You agree that during a period of six
months following your termination, you will not hire or
otherwise engage, directly or indirectly (including, without
limitation, through an entity with which the you are
associated), as an employee or independent contractor, any
person who is or was an employee of the ML&Co. or any of its
affiliates and who, as of the date of your termination of
employment, had the title First Vice President or Managing
Director or higher and reported directly to the Executive or to
the Chief Executive Officer or President of the Company
(“Executive, CEO or President Direct Reports”) or any person
with the title First Vice President or Managing Director or
higher who, at the time of your termination, reported directly
to the Executive, CEO or President Direct Reports, provided,
however, that this paragraph 4(iv) shall not apply to you, if
at the time of your termination you are not a direct report to
the CEO, or, the President, if any, of ML&Co. and provided
further that the hiring of any person whose employment was
involuntarily terminated by ML&Co. or any of its affiliates
shall not be a violation of this covenant.






	(e)	 	Non-Disparagement. You agree that you will not
disparage, portray in a negative light, or make any statement
which would be harmful to, or lead to unfavorable publicity
for, ML&Co. or any of its affiliates, or any of its or their
current or former directors, officers or employees, including
without limitation, in any and all interviews, oral statements,
written materials, electronically displayed materials and
materials or information displayed on internet- or
intranet-related sites; provided however, that this Grant
Document will not apply to the extent you are making truthful
statements required by law or by order of a court or other
legal body having jurisdiction or when responding to any
inquiry from any governmental agency or regulatory or
self-regulatory organization.






	(f)	 	Confidential Information. You agree that following
any termination of employment, you will not without prior
written consent or as otherwise required by law, disclose or
publish (directly or indirectly) any Confidential Information
(as defined below) to any person or copy, transmit or remove or
attempt to use, copy, transmit or remove any Confidential
Information for any purpose. “Confidential Information” means
any information concerning ML&Co. or any of its affiliates’
business or affairs which is not generally known to the public
and includes, but is not limited to, any file, document, book,
account, list, process, patent, specification, drawing, design,
computer program or file, computer disk, method of operation,
recommendation, report, plan, survey, data, manual, strategy,
financial data, client information or data, or contract which
comes to your knowledge in the course of your employment or
which is generated by you in the course of performing your
obligations whether alone or with others.








 






 






	(g)	 	Confidentiality. You also agree that in the event
your employment is terminated you will not disclose the
circumstances of your termination to any other party, except
that you may make such disclosure: on a confidential basis to
your tax, financial or legal advisors, your immediate family
members, or any prospective employer or business partner,
provided that, in each case, such third party agrees to keep
such circumstances confidential.






	(h)	 	Cooperation. You agree to (i) provide truthful and
reasonable cooperation, including but not limited to your
appearance at interviews and depositions, in all legal matters,
including but not limited to regulatory and litigation
proceedings relating to your employment or area of
responsibility at Merrill Lynch or its affiliates, whether or
not such matters have already been commenced and through the
conclusion of such matters or proceedings, and (ii) to provide
Merrill Lynch’s counsel all documents in yours possession or
control relating to such regulatory or litigation matters.






	(i)	 	Injunctive Relief. Without limiting any remedies
available, you acknowledge and agree that a breach of the
covenants contained in subparagraphs (a) – (d), (f) and (g) of
this paragraph 4 will result in material and irreparable injury
to Merrill Lynch and its affiliates for which there is no
adequate remedy at law and that it will not be possible to
measure damages for such injuries precisely. Therefore, you
agree that, in the event of such a breach or threat thereof,
Merrill Lynch shall be entitled to seek a temporary restraining
order and a preliminary and permanent injunction, without bond
or other security, restraining him or her from engaging in
activities prohibited by subparagraphs (a) – (d), (f) and (g)
of this paragraph 4 or such other relief as may be required
specifically to enforce any of the covenants in subparagraphs
(a) – (d), (f) and (g) of this paragraph 4, provided however,
that Merrill Lynch shall be entitled to seek injunctive relief
for violations of subparagraph (c) of this paragraph 4 only
during the period beginning on the date of your termination of
employment and ending on the first anniversary of that date.





5. Effect of a Change in Control of ML&Co.



If a Change of Control of ML&Co. (as defined in the Plan) occurs and
your employment terminates without Cause (as defined in the Plan), or
for Good Reason (as defined in the Plan), you will be paid the Fair
Market Value of all of your Restricted Shares and unexercised Stock
Options in cash.




6. How to Exercise Stock Options.



Your option exercise choices are described on the Human Resources
section of the Merrill Lynch WorldNet at
http://hr.worldnet.ml.com:1180/WN/index/1,,3465,00.html
Stock Options are exercisable through the Retirement Services Group
(RSG). You must open a Limited Individual Investor Account to
exercise. You may submit exercise requests virtually 24 hours a day,
seven days a week through the Interactive Voice Response Service
(IVR) at 1-[877-637-6767]. Alternatively, participant service
representatives are available to help you from at least 8:00 a.m. to
7:00 p.m. Eastern Time, on any day the New York Stock Exchange is
open. Outside of the United States, you can call [609-818-8885]
collect to speak to a





 






 





 participant service representative from 8 a.m. to Midnight Eastern
Time on any day the New York Stock Exchange is open.



You may also exercise your Stock Options by visiting the Benefits On
Line Web-site.



If you are a restricted person under ML&Co. policies, you request
clearance from the Corporate Secretary’s Office for any exercise of
Stock Options and will be prohibited from exercising your Stock
Options within a blackout period. This may affect your ability to
exercise Stock Options just prior to the expiration date. If you
have questions regarding your status as a restricted person and the
applicable blackout periods applicable to you, please contact the
Corporate Secretary’s Office.