exv10weee






Exhibit 10(eee)







July 31, 2009




Ms. Sallie L. Krawcheck

[ADDRESS REDACTED]




Dear Sallie:




We are pleased that you are considering joining Bank of America Corporation (“BAC” or the
“Company”) in New York. This letter confirms the terms of our offer with respect to
your planned employment, effective August 4, 2009. You will join the Company as President, Global
Wealth and Investment Management, reporting to Kenneth D. Lewis, Chief Executive Officer of Bank of
America Corporation. The details of our offer are outlined below.



Compensation





	 	 	Signing Bonus






	 	•	 	You will receive a signing bonus of One Million Four Hundred Seventy Thousand
Dollars ($1,470,000) within forty-five (45) days of your Start Date. This bonus is
being paid to encourage you to accept our offer and to remain employed with the
Company for at least a year. This bonus payment must be repaid to the Company within
thirty (30) days should you voluntarily terminate your employment within twelve (12)
months of your receipt of payment, or in the event you are terminated for “Cause” (as
defined below) as is reflected in the attached Reimbursement Agreement (for Signing
Bonuses and Supplemental Payments).






	 	 	Base Salary






	 	•	 	You will receive an annual base salary of Nine Hundred Fifty Thousand Dollars
($950,000), payable on a semi-monthly basis in accordance with the Company’s normal
payroll practices.





Restricted Stock Award





	 	•	 	In addition, you will receive a Restricted Stock Award with a value of Three
Million Dollars ($3,000,000) payable as described below. The award date will be
January 15, 2010.
	 
	 	•	 	Provided you remain continuously employed by the Company or any of its affiliates
this Restricted Stock Award will vest and be fully payable on the third anniversary of
the award date.
	 
	 	•	 	You will receive a detailed package related to this restricted stock award shortly
after the award date. This package will contain the specific terms of your award,
including vesting and forfeiture provisions, and will in all events be the governing
document for your award.




 









 







Ms. Sallie L. Krawcheck

July 31, 2009

Page 2




Performance Incentive Awards





	•	 	You will be eligible to participate in a Bank of America Corporation performance incentive
plan. Performance incentive awards granted under such plans (“Performance Incentive Awards”)
acknowledge exceptional performance and are intended to attract and retain top talent for the
Company.
	 
	•	 	For performance year 2009, you will be eligible to receive a Performance Incentive Award
with a target value of Two Million Two Hundred Thousand Dollars ($2,200,000). Any such 2009
Performance Incentive Award you may ultimately receive will be provided in the form of a
restricted stock award granted in February 2010. Provided you remain continuously employed by
the Company or any of its affiliates and receive such a Restricted Stock Award, the Award will
vest and be fully payable on the third anniversary of the award date. You will receive a
detailed package related to this restricted stock award shortly after the award date. This
package will contain the specific terms of your awards, including vesting and forfeiture
provisions, and will in all events be the governing document for your award.
	 
	•	 	For performance year 2010, you will be eligible to receive a Performance Incentive Award
with a target value of Eight Million Fifty Thousand Dollars ($8,050,000). This target is
comprised of a Restricted Stock Award with a target value of Three Million Six Hundred Thirty
Thousand Dollars ($3,630,000) granted in February 2011 and a cash payment with a target value
of Four Million Four Hundred Twenty Thousand Dollars ($4,420,000), payable in February 2011.
Provided you remain continuously employed by the Company or any of its affiliates and receive
a Restricted Stock Award for performance year 2010, the award will vest and be fully payable
on the third anniversary of the award date. You will receive a detailed package related to
this restricted stock award shortly after the award date. This package will contain the
specific terms of your award, including vesting and forfeiture provisions, and will in all
events be the governing document for your award.
	 
	•	 	The target Performance Incentive Awards noted above, whether in the form of restricted
stock or cash, are not a commitment for a Performance Incentive Award of any
particular dollar amount. Your eligibility for an award and the actual value of any such
award will be determined in the sole discretion of the Company and therefore could be greater
or less than the stated target amount based upon: [1] your overall level of performance and
the satisfactory performance of your job objectives; [2] the performance and contributions of
your line of business and / or group; and [3] the overall success of the Company.
	 
	•	 	In order to be eligible to receive a Performance Incentive Award, including for performance
year(s) 2009 and 2010, you must remain continuously employed by the Company or any of its
affiliates in good standing through the date the award is actually granted. Except as
otherwise specifically provided herein, in the event that you voluntarily resign your
employment, or the Company terminates your employment for any reason, you are not eligible for
and shall not be entitled to receive any additional compensation other than the continuation
of your base salary through your separation date, and payment of accrued but unused vacation.
	 
	•	 	Although generally granted in February following the close of the applicable performance
year, a portion of this award is offered to you as incentive to encourage you, as a valued
associate, to remain employed by the Company. Therefore, Performance Incentive Awards may be
granted in any combination of cash, a long term cash award, restricted




 









 







Ms. Sallie L. Krawcheck

July 31, 2009

Page 3





	 	 	stock shares / units or other forms of compensation at the Company’s discretion, and will
be valued according to the Company’s method of valuing all forms of compensation. The
Company reserves the right in its sole discretion to change or modify the manner or mode of
delivering compensation for a performance year, including the right to grant awards in any
form that Bank of America, in its sole discretion, deems equivalent.
	 
	•	 	Any award made as part of your Performance Incentive Award is subject to the terms and
conditions of the applicable plan document and individual award agreement, if any. The
Company reserves the right to amend, modify or terminate any of its plans or programs at any
time in its sole discretion; provided, however, that no such amendment, modification or
termination will adversely affect your rights under any award previously granted to you
without your consent.





Detrimental Conduct Provisions





	•	 	You will not be eligible to be paid any portion of the Performance Incentive Award targets
described above if you engage in “Detrimental Conduct”.
	 
	•	 	Detrimental Conduct means (A) any conduct that would constitute “Cause” as defined below or
(B) any one of the following: [1] any act or omission by you resulting or intended to result
in personal gain at the expense of the Company; [2] the improper disclosure by you of
proprietary, privileged or confidential information of the Company or a Company client or
former client or breach of a fiduciary duty owed to the Company or a Company client or former
client; [3] improper conduct by you including, but not limited to, fraud, unethical conduct,
falsification of Company records, unauthorized removal of Company property or information,
intentional violation or negligent disregard for the Company’s policies, rules and procedures,
insubordination, theft, violent acts or threats of violence, unauthorized possession of
controlled substances on the property of the Company, conduct causing reputational harm to the
Company or its clients, or the use of the Company’s property, facilities or services for
unauthorized or illegal purposes; [4] the performance by you of your employment duties in a
manner deemed by the Company to be grossly negligent; [5] the commission of a criminal act by
you, whether or not performed in the workplace, that subjects, or if generally known, would
subject the Company to public ridicule or embarrassment.





Eligibility for Participation in Other Benefit Plans





	•	 	You will be or may become eligible for other benefit plans as adopted by the Company from
time to time. The terms of these plans shall be determined by the Company or as thereafter
amended. Any grants or awards made in accordance with these plans shall be governed by the
terms of the applicable plans and the grant or award agreement provided to you at the time of
issuance.





No Other Financial Commitments




Other than as expressly stated, you acknowledge that the Company has not extended to you any
further bonus or incentive-related commitments. You further acknowledge and understand that with
regard to all future bonus or incentive-related commitments, to be effective and binding on the
Company, these commitments must be expressly and specifically agreed to in writing, and signed by
an authorized officer of the Company.



 









 





Ms. Sallie L. Krawcheck

July 31, 2009

Page 4




Payments Subject To Withholdings & Deductions




The amount of any payment made to you by the Company under the terms of this letter will be reduced
by any required withholdings and other authorized employee deductions as may be required by law or
as you have elected under the applicable benefit plans.



EESA Compliance




Notwithstanding anything herein to the contrary, the parties to this agreement expressly
acknowledge that any payment of any kind provided for by this agreement must comply with all
applicable law, including Section 111 of the Emergency Economic Stabilization Act of 2008, as
amended by the American Reinvestment and Recovery Act of 2009, and the Interim Final Rule
promulgated thereunder (collectively, “EESA”). If any payment pursuant to this agreement would
violate applicable law in the reasonable, good faith judgment of the Company, you agree to waive
your right to, or if permissible, agree to the deferment of, such payment and, to the extent
required by the United States Department of the Treasury (“UST”), to execute a release of any
relevant company within Bank of America and the UST from any claim arising from failure of the
Company to make, or the requirement of the Company to defer, such payment.



Cause




For the purposes of this letter, Cause shall mean: [1] your knowing act of fraud or dishonesty in
the course of your employment; [2] your conviction of (or a plea of no contest with respect to) a
crime constituting a felony; [3] your act or omission which causes you or the Company to be in
violation of federal or state securities laws, rules or regulations, and/or the rules of any
exchange or association of which the Company is a member, including statutory disqualification; [4]
your failure to perform your essential job duties where such failure is injurious to the Company,
its business interests or its reputation [under circumstances where you have not remedied such
failure or deficiency within thirty (30) days of the Company’s delivery to you of written notice
describing the nature of such failure or deficiency, provided such failure or deficiency can be
cured; [5] your material breach of any written policy applicable to your employment with the
Company including, but not limited to, the Bank of America Corporation Code of Ethics or [6] your
material violation of the Company’s written Confidentiality Agreement, a copy of which is being
provided with this letter.



Notice Before Resignation / Retirement




Given the strategic importance of the position you are being offered and irreparable harm to the
Company, its client relationships, and its business opportunities that your abrupt resignation or
other voluntary departure would likely cause, and in consideration for the considerable financial
commitments the Company extended to you pursuant to this offer of employment, you agree to provide
the Company with one hundred eighty (180) days prior written notice of resignation, retirement or
other voluntary termination of your employment. You also agree that because your services are
personal and unique and because you will have access to and will be acquainted with Company
Confidential Information, to the fullest extent permitted by law, this notice provision will be
enforceable by injunction, specific performance or other equitable relief, without bond and without
prejudice to any other rights or remedies that the Company may have for breach of this notice
provision. The Company reserves the right to exercise its discretion with respect to the duration
of this notice period (or any portion of the notice period) but not to extend the applicable notice
period beyond the period specified, to change or remove any of your duties, and/or require you to
remain away from the Company’s premises, and/or take such other action as determined by the Company
to aid and assist in the transition process associated with your departure.



 









 





Ms. Sallie L. Krawcheck

July 31, 2009

Page 5




During this notice period you must continue to act in a manner consistent with your obligations as
a Company employee, including but not limited to your duty of loyalty. You understand and agree
that during the period after you provide the Company with written notice of resignation, you remain
an employee of the Company and are not free to begin employment with another firm, absent the
Company’s authorized and written consent. The Company also retains the discretion to waive the
notice period (or any portion of the notice period) and consider your resignation effective
immediately, or some date prior to the end of the notice period. In this instance, the Company
will continue to pay your current base salary for the entire notice period (not to exceed the
applicable notice period) either in lump sum or pursuant to its regular payroll practices.



Non-Solicitation and Non-Competition Restrictions





	•	 	You agree that during your Notice Period, and for one hundred eighty (180) calendar days
after the expiration of the Notice Period, you shall not directly or indirectly induce or
solicit any employee working for the Company or for a subsidiary or affiliate of the Company
to terminate their employment with the Company or their employment with a subsidiary or
affiliate of the Company; and
	 
	•	 	You agree that during your Notice Period, and for one hundred eighty (180) calendar days
after the expiration of the Notice Period, you shall not directly or indirectly induce or
solicit any client of the Company or of a subsidiary or affiliate of the Company to terminate
or modify its relationship with the Company or with a subsidiary or affiliate of the Company.
	 
	•	 	You agree that for a period of one hundred eighty (180) calendar days after the expiration
of the Notice Period, you will not engage directly or indirectly, whether as a director,
officer, employee, partner, consultant, advisor, independent contractor or in any other
capacity, in providing the same or similar services to those you provided to the Company or a
subsidiary or affiliate of the Company to a) any competitive business identified in the Key
Associate Stock Plan in effect at the time of your separation from employment; and b) any
other business entity in the financial services industry which provides products or services
which compete with those provided by the Company or a subsidiary or affiliate of the Company.
	 
	•	 	You also agree that because your services are personal and unique and because you will have
access to and will be acquainted with Company Confidential Information, to the fullest extent
permitted by law, these non-solicitation and non-competition provisions will be enforceable by
injunction, specific performance or other equitable relief, without bond and without prejudice
to any other rights or remedies that the Company may have for breach of these provisions.





Benefits





	•	 	You will be eligible to participate in the employee benefit plans and programs that Bank of
America offers to its associates, subject to the provisions of those plans. These benefits
include a 401(k) plan, cash balance pension plan, and health and other welfare benefits such
as medical, dental, vision, life, and long-term disability insurance. Bank of America also
offers paid time off benefits such as occasional illness days, short-term disability, and
vacation.
	 
	•	 	You will be eligible to enroll in health care coverage the first of the month after you
have completed one full month of continuous service, not counting the month you began




 









 







Ms. Sallie L. Krawcheck

July 31, 2009

Page 6





	 	 	working. For example, an associate whose employment begins January 1 would be eligible to
begin coverage on March 1. To further illustrate, an associate who begins employment on
May 25 would become eligible to participate on July 1.






Should you need additional information regarding benefits or other associate programs, feel free to
contact the Personnel Center at 1.800.556.6044 (TDD 1.800.930.8044).



Indemnification




The Company agrees and confirms that your rights to indemnification shall be governed by Bank of
America’s Certificate of Incorporation, By-Laws and applicable law.



Registration




If your new position requires registration, you will receive an e-mail notification from the
Compliance Registration & Licensing Department on your Start Date that will contain instructions on
how to complete the Registration process. You must take the required actions steps outlined in
this e-mail immediately or you will be precluded from conducting business on behalf of the Company.
In the event your new Company e-mail account is not operational on your first day, or you do not
receive the e-mail, you must contact the registration department before the close of business that
day. If you are currently registered but are being hired into a non-registered position at Bank of
America, N.A., you understand that your licenses will not be transferred.



No Transfer of Securities Licenses




You understand and acknowledge that your FINRA registration effectively terminates when your
broker-dealer employment with your current firm terminates. When you begin employment with the
Company, you cannot conduct any securities business. The Company can only maintain registrations
for securities activities in which you will actively be engaged. In the event that you accept this
offer of employment, you acknowledge and understand that the Company will not transfer and/or hold
your Series 6 and Series 7 licenses, and you will not be able to conduct any securities business
for Bank of America.



Other Terms & Conditions





	•	 	“Interim Period.” Assuming that you accept and agree to the terms of this letter,
during the period which begins immediately after you sign and date this letter, and ends upon
your actual Start Date, you acknowledge and agree that your employment with the Company has
not yet begun. You further acknowledge and agree that your employment with the Company will
begin on the Start Date when you start work for the Company. During the described interim
period, this offer remains subject to rescission/revocation by the Company, in its sole
discretion upon discovery of conduct or behavior by you which: [i] if you were already in the
Company’s employ, would constitute Detrimental Conduct or Cause; [ii] if you were already in
the Company’s employ, would constitute a breach of the representations and warranties set out
in this letter; or [iii] such other behavior or conduct as is plainly and materially injurious
to the Company, its business interests or its reputation.
	 
	•	 	Employment At Will. The terms of this letter do not imply employment for any
specific period of time. Rather, as is the case with all employees within the Company and
Bank




 









 







Ms. Sallie L. Krawcheck

July 31, 2009

Page 7





	 	 	of America generally, your employment is at will. You have the right to terminate your
employment at any time with or without cause or notice, unless it is otherwise required as
stated herein, and the Company reserves for itself an equal right, subject to the terms of
this letter.
	 
	•	 	Background Checks. Any offer with Bank of America is contingent upon the
satisfactory completion of various background investigations that include employment and
education verification, a federal/national and county level criminal conviction investigation,
and a FINRA Pre-Hire review. Prior to the issuance of this offer letter you were required to
sign and return the Pre-Hire Authorization, and Fair Credit Reporting Act forms. In addition,
if you have not already done so, please complete the background investigation authorization
form and return it promptly to your Recruiting contact. All information disclosed must be
accurate and complete. You will not be permitted to begin your employment until a successful
background investigation has been completed.
	 
	•	 	Confidentiality Agreement. This offer is specifically contingent upon your signing
the Company’s standard form of Confidentiality Agreement, a copy of which is being provided
with this letter.
	 
	•	 	Proprietary Rights and Information Agreement. This offer is specifically
contingent upon your signing the Company’s standard form of Proprietary Rights and Information
Agreement, a copy of which is being provided with this letter.
	 
	•	 	Company Policies and Procedures. You hereby agree that, effective from and after
your Start Date, you will adhere to the Company’s policies and procedures applicable to all
employees generally, and / or applicable to your position and function within the Company.
Upon commencement of your employment, you will be required to execute the Company’s standard
forms, including if you have not already done so, the Bank of America Applicant Acknowledgment
Form, and all other forms and acknowledgements required of employees generally. These
policies and procedures, which you will receive in the context of your orientation, address,
among other things, outside employment limitations, arbitration of disputes, compliance rules
and regulations, insider trading, equal employment opportunity and sexual harassment and
information security policies. You should fully familiarize yourself with these policies and
procedures as they pertain to your employment. The Company reserves its full discretion to
change or modify its policies and procedures, or to adopt/implement new policies.
	 
	•	 	Associate Investment Policy. You should also understand as a result of your
employment with the Company you may be subject to the Associate Investment Policy which could
limit or restrict your ability to buy, sell or recommend securities on behalf of yourself,
your family and other affiliated individuals and could limit the broker dealers with whom you
maintain your accounts to those approved by the Company. This policy may also require prior
notice and/or pre-approval of personal securities related activities. You hereby agree that,
effective from and after your start date, you will adhere to and comply with the Company’s
Associate Investment Policy as directed by the Company. If notified that you are subject to
this policy, you will be required to execute appropriate online certification acknowledging
your receipt of and compliance with the policy and must similarly report all of your brokerage
accounts.
	 
	 	 	You should also be aware that the Company has adopted a policy relating to mutual fund
advisory activities and mutual fund share sales, trading, clearing and processing
activities respecting (a) market timing of mutual funds, (b) late trading of mutual funds,
and / or (c)




 









 







Ms. Sallie L. Krawcheck

July 31, 2009

Page 8





	 	 	the dissemination of information concerning Bank of America advised mutual fund portfolio
positions. You hereby agree that, effective from and after your Start Date, you will
adhere to and comply with the BAC Mutual Fund Share Trading Policy, which can be found in
the Bank of America Code of Ethics provided on the offer acceptance Web site. A link to
this site was provided above in this letter. Shortly after your Start Date, either through
web-based training via the Associate Learning Portal or through interactive voice response
system via telephone, you will asked to acknowledge that you have read, understand and
agree to comply with the Code and the Policy.
	 
	•	 	Immigration Reform and Control Act of 1986 — “Form I-9.” Any offer with Bank of
America is specifically contingent upon appropriate work authorization as described below. To
comply with the Immigration Reform and Control Act of 1986, you are required to complete an
I-9 form and provide documents confirming both your identity and your employment eligibility.
The completion of Form I-9 is a two-step process which is outlined in the enclosed document
entitled “Preparing For Your First Day.” Under the law, your continued employment depends
upon your completion of the I-9 process. If you fail to complete the Form I-9 process before
your Start Date, Bank of America will be required to suspend your Start Date until proper
completion has been verified, or if circumstances warrant, to revoke and rescind this offer.
Please contact your Recruiter or Staffing Manager if you have any questions regarding the
completion of the I-9 process.





Outside Directorships




The Bank of America Code Corporation of Ethics provides basic guidelines of business practice, and
professional and personal conduct you are expected to adopt and uphold as a Bank of America
associate. You must avoid conflicts — or even the appearance of conflicts — between personal
interests and the interests of Bank of America, its shareholders or customers. While it is
impossible to define every action that could be reasonably interpreted as a conflict of interest,
one area in which potential conflicts of interest may arise involves your activities, employment or
other relationships outside the Company.



Associates wishing to serve or continuing to serve as a director of an organization that is not a
wholly owned subsidiary of Bank of America or its affiliates (“Outside Director” or “Outside
Directorships”1) must receive prior approval to do so and must comply with the
procedures outlined in the Bank of America Outside Directorship Policy as well as any additional
policies in place for your business unit and the Bank of America Code of Ethics.



The Company reserves the right to deny approval of any Outside Director position in its sole
discretion. Further, the Company may rescind any prior approval of an Outside Directorship to
avoid any actual or apparent conflict of interest, or for any other reason deemed to be in the best
interests of Bank of America.



If you hold any Outside Directorships in any organization prior to your Start Date, you agree and
represent to the Company that no later than fifteen (15) business days prior to your Start Date you
will have disclosed fully and completely the nature and extent of your Outside
Directorships to your Staffing contact. Please provide the requested information on the attached
Outside Directorships Disclosure Form.





 




			
	1	 	“Outside Directorships” include all directorships or
board memberships or committee memberships you hold at the time you sign this
letter.




 









 










Ms. Sallie L. Krawcheck

July 31, 2009

Page 9




Further, in the event the Company denies approval of your Outside Director position, you agree that
you will immediately effect your resignation from the Outside Directorship and promptly complete
whatever additional documentation may be required to effect your resignation(s).



Representations & Warranties





	•	 	“Garden Leave” / Notice Period Obligations. By signing this letter, you represent
to the Company that your acceptance of this offer and agreement to accept employment with the
Company under these terms will not conflict with, violate or constitute a breach of any
employment or other agreement to which you are a party and that you are not required to obtain
the consent of any person, firm, corporation or other entity in order to accept this offer of
employment.
	 
	•	 	Solicitation of Business and Former Colleagues. You further warrant and represent
that you are not subject to any restrictive covenants or other continuing obligations that in
any way restrict your ability to engage in or solicit any business of any type engaged in by
the Company, or to participate in any recruiting or staffing efforts on behalf of the Company.
	 
	•	 	Non-Disclosure of Confidential, Business and Proprietary or Trade Secret
Information. You further represent and agree that you will not knowingly use or otherwise
disclose any confidential, business and proprietary or trade secret information obtained as a
result of any prior employment, unless specifically authorized to do so by your former
employer(s). You should clearly understand that this provision of this letter should be
regarded as this Company’s explicit instruction for you not to use or disclose this
information in breach and/or violation of your representations and agreement.
	 
	•	 	Full Documentation of Prior Compensation. You also represent that to the extent
requested, you have provided the Company with full and accurate documentation of your prior
compensation as well as documentation reflecting your unvested and foregone stock options,
restricted stock and/or cash that has or may be forfeited for which the Company will
compensate you under the conditions described in this letter.
	 
	•	 	Confidentiality. You agree that to the fullest extent permitted by law, the
circumstances surrounding the negotiation of, and the specific terms of this letter, and any
and all actions by the Company and you in accordance therewith are strictly confidential and,
with the exception of your counsel, legal advisor, tax advisor, immediate family, or as
required by applicable law in connection with your seeking to enforce your rights hereunder,
have not and shall not be disclosed, discussed, or revealed to any other persons, entities or
organizations, whether within or outside the Company, without the prior written approval of
the Company. You further agree to take all reasonable steps necessary to ensure that
confidentiality is maintained by any of the individuals or entities referenced in this
paragraph to whom disclosure is authorized.





This letter and the attachments referenced herein constitute the complete understanding between you
and the Company concerning the subject matter(s) addressed, and they supersede any prior oral or
written understanding regarding the terms and conditions of your employment with the Company. No
oral modifications to the commitments made herein shall be valid. Any changes to these terms must
be in writing and signed by you and an authorized representative of the Company.



 









 





Ms. Sallie L. Krawcheck

July 31, 2009

Page 10




Sallie, we believe that you are capable of making an outstanding contribution and that we can offer
you a challenging and rewarding career at Bank of America.



If you have any questions regarding the contents of this letter, the policies and procedures
referenced herein, or if there is any way I can help you further, please do not hesitate to call.



	 	 	 
	Sincerely

	 	Accepted and Agreed:
	 
	 	 
	 
	 	 
	/s/ Andrea Smith

	 	/s/ Sallie Krawcheck
	Andrea B. Smith

	 	Sallie L. Krawcheck
	Senior Human Resources Executive
	 	 
	 
	 	 
	 

	 	Dated: 8/3/09
	Anticipated Start Date: August 4, 2009
	 	 






Attachments:





	 	•	 	Reimbursement Agreement
	 
	 	•	 	Bank of America Corporation, Code of Ethics and General Policy on Insider Trading
	 
	 	•	 	Bank of America, Protection of Bank of America Confidential Information and Employee
and Customer Relationships and Acknowledgement of Policy Concerning Notice Before
Resignation / Retirement
	 
	 	•	 	Proprietary Rights and Information Agreement
	 
	 	•	 	Bank of America Outside Directorship Policy