8-KMaterial AgreementsExhibits & Filings

BANK OF AMERICA CORP /DE/ 8-K Report, Material Agreement (Oct 26, 2005)

Filed October 26, 2005For Securities:BACBAC-PBBAC-PKBAC-PLBAC-PMBAC-PNBAC-PSBML-PJBAC-PEBAC-PPBAC-PQBACRPBML-PGBML-PHBML-PLBAC-POMER-PK

Summary

This 8-K filing from Bank of America Corporation (BAC) on October 26, 2005, primarily details agreements related to executive compensation and benefits for Brian T. Moynihan following the FleetBoston merger. Specifically, the company entered into a Cancellation Agreement to terminate Mr. Moynihan's three-year employment agreement, which was set to expire on April 1, 2007. This cancellation releases Mr. Moynihan from further obligations under the employment contract, and in turn, he relinquishes rights to most severance and benefits, with the exception of a potential tax gross-up payment related to the merger. Concurrently, a separate agreement was made regarding Mr. Moynihan's participation in the FleetBoston Supplemental Executive Retirement Plan (Fleet SERP). His participation in this plan will be frozen effective December 31, 2005, meaning no further benefits will accrue for compensation or service beyond this date. The filing specifies that the frozen benefit, calculated as of December 31, 2005, will provide an annual payout of $613,708, commencing at age 60, as a joint and 75% survivor annuity, with other payment options available. This action aligns with Bank of America's pay-for-performance philosophy and was initiated at Mr. Moynihan's request.

Key Highlights

  • 1Bank of America (BAC) entered into a Cancellation Agreement with executive Brian T. Moynihan on October 26, 2005, terminating his existing employment agreement.
  • 2The termination of the employment agreement releases Mr. Moynihan from further obligations and relinquishes his rights to most severance and benefits, except for a potential tax gross-up.
  • 3Mr. Moynihan's participation in the FleetBoston Supplemental Executive Retirement Plan (Fleet SERP) will be frozen effective December 31, 2005.
  • 4No further benefits will accrue under the Fleet SERP for Mr. Moynihan after December 31, 2005.
  • 5The frozen Fleet SERP benefit as of December 31, 2005, is estimated to provide an annual payout of $613,708 as a joint and 75% survivor annuity, payable at age 60.
  • 6These executive compensation adjustments were made at Mr. Moynihan's request and align with Bank of America's pay-for-performance philosophy.
  • 7The filing incorporates by reference the executed Cancellation Agreement and the SERP Agreement as exhibits.

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