8-KLeadership ChangesExhibits & Filings

BANK OF AMERICA CORP /DE/ 8-K Report, Executive Changes (Oct 7, 2011)

Summary

This Form 8-K filing by Bank of America Corporation (BAC) on October 7, 2011, details the separation agreements with two key former executives: Sallie L. Krawcheck, former president of Global Wealth and Investment Management, and Joe L. Price, former president of Global Consumer and Small Business Banking. These agreements, effective October 6, 2011, finalize their departures which were previously announced on September 6, 2011, as part of a management reorganization. The core of this filing lies in the financial terms of these separation packages. Both executives receive a year's worth of base salary ($850,000), continued health benefits, and outplacement services. Additionally, Ms. Krawcheck receives a supplemental lump sum of $5,150,000, and Mr. Price receives $4,150,000, payable one year after their separation date. These payments are contingent on the executives adhering to non-compete and non-solicitation clauses. The filing also notes that neither executive will receive incentive awards for the 2011 fiscal year.

Key Highlights

  • 1Formalization of separation agreements for former executives Sallie L. Krawcheck and Joe L. Price.
  • 2Each executive to receive 52 weeks of base salary ($850,000) via installment payments.
  • 3Continuation of group health coverage and outplacement services for the payment period.
  • 4Supplemental lump sum payments: $5,150,000 for Ms. Krawcheck and $4,150,000 for Mr. Price, payable one year post-separation.
  • 5Agreements include one-year covenants not to compete and not to solicit employees or customers.
  • 6Breach of agreements by executives may result in termination of payments and required reimbursement.
  • 7Neither executive is eligible for 2011 fiscal year incentive awards.

Frequently Asked Questions

These separation agreements are being disclosed as required by SEC regulations for material events impacting the company, specifically concerning the departure of named executive officers and the associated financial terms.

The total disclosed costs include $850,000 in installment payments for each executive, plus supplemental lump sum payments of $5,150,000 for Ms. Krawcheck and $4,150,000 for Mr. Price. This totals $1,700,000 in base salary equivalents and $9,300,000 in supplemental payments, excluding benefits and outplacement services.

The payments are contingent upon the executives releasing all claims against Bank of America and adhering to one-year covenants not to compete and not to solicit employees or customers. Failure to comply can lead to discontinuation of payments and potential reimbursement demands.

The filing explicitly states that neither Ms. Krawcheck nor Mr. Price will be eligible to receive any incentive award for the 2011 fiscal year. Details on any prior grants not related to the 2011 fiscal year would not be in this specific 8-K filing.