“Qualifying Termination” shall mean a CIC Qualifying Termination or a Non-CIC Qualifying Termination.

Qualified CIC Termination. Notwithstanding the foregoing, in the event of a Change in Control and Qualified CIC Termination described under Section 2(e), then Participant, or Participant’s legal representatives, beneficiaries or heirs, as the case may be, shall receive, on the date that is six (6) months following Participant’s Qualified CIC Termination, a cash payment from the Company in an amount based on the number of Units calculated under Section 1(b) (as adjusted pursuant to Section 5) multiplied by the Ending Value as determined under Section 1(b)(iv), plus interest accrued from the date of the Qualified CIC Termination until the payment date based on the annual short-term applicable federal rate in effect on the date of the Qualified CIC Termination.

Non-CIC Qualifying Termination (Tier 3 Participants). If a Tier 3 Participant has a Non-CIC Qualifying Termination, the Company shall provide the Tier 3 Participant with the following severance benefits: # a lump sum cash amount equal to six (6) months of the Tier 3 Participant’s base salary in effect at the time of the Non-CIC Qualifying Termination, payable as set forth below and # continuation

Qualifying Termination. An involuntary termination of the Executive’s employment by the Company, authorized by the Company’s Authorizing Executive, for reasons other than Cause, mandatory Retirement under the Company’s applicable policies, or the Executive’s death, Disability, or voluntary termination of employment (whether by Retirement or otherwise) at any time other than within twenty-four (24) full calendar months following the effective date of a CIC shall trigger the payment of Severance Benefits to the Executive under this Agreement.

QUALIFYING TERMINATION. If your employment terminates for any reason other than your death, Disability, Cause or in connection with a Change in Control as described in paragraph (b)(iv) above and your termination of employment is a Qualifying Termination, then the Restricted Stock Units (and any related dividend equivalents) shall continue to become earned and payable in accordance with paragraph # above (without regard to whether you are employed by [[Bank of America:Organization]] and its Subsidiaries as of the Settlement Date), subject to the performance-based cancellation provision set forth in paragraph # below, provided that # to the extent permissible under applicable law, you do not engage in Competition during such period, # you comply with the covenants described in paragraph # below and # prior to March 1 of each year during which your Restricted Stock Units remain payable, you provide [[Bank of America:Organization]] with a written certification that you have not engaged in Competition to the extent the Competition restriction in # above is applicable. To be effective, such certification must be provided on such form, at such time and pursuant to such procedures as [[Bank of America:Organization]] shall establish from time to time. If [[Bank of America:Organization]] determines in its reasonable business judgment that you have failed to satisfy any of the foregoing requirements, then the Restricted Stock Units (and any related dividend equivalents) shall be immediately canceled as of the date of such determination. In addition, from time to time following your Qualifying Termination, [[Bank of America:Organization]] may require you to further certify that you are not engaging in Competition, and if you fail to fully cooperate with any such requirement [[Bank of America:Organization]] may determine that you are engaging in Competition. Notwithstanding anything in this paragraph # to the contrary, upon your death following a Qualifying Termination, the Restricted Stock Units (and any related dividend equivalents) that are continuing to become earned and payable in accordance with the provisions of this paragraph (c), but have not yet become earned and payable, shall become immediately earned and payable as of the date of your death, and payment will be made as soon as administratively practicable following your death. Notwithstanding anything in this Agreement to the contrary, if # you are a permanent resident of California or # you are a tax resident of California who is assigned to perform services for [[Bank of America:Organization]] or any Subsidiary from an office located in California, the Competition restriction described in # above and the certification requirement described in # above will not apply to this Award.

Qualifying Termination. Except as applies under paragraph 4(b), if Executive’s employment by the Company is terminated without Cause (as herein defined) or by Executive pursuant to a Constructive Termination (as herein defined), then # the Employment Period shall be deemed to have ended as of the date of the termination of employment (the “Termination Date”), and # Executive shall be entitled to receive # all earned and accrued Base Salary through the Termination Date, any then accrued and unpaid Bonus for any fiscal year of the Company which ended prior to the Termination Date, all earned but unused Vacation as of the Termination Date, and, subject to the timely submission of required documentation, all unpaid, reimbursable Expenses as of the Termination Date (the “Accrued Obligations”), and subject to Executive’s continued compliance with paragraphs 6, 7, 8, 9 and 10 hereof, # an amount equal to one times (1X) Executive’s Base Salary in effect on the Termination Date, payable in equal monthly installments, in accordance with the Company’s normal payroll practices in effect on the Termination Date, for the twelve (12) month period following the Termination Date, # an amount (the “Pro-Rata Amount”) equal to the product of # the percentage of the days in the applicable calendar year that Executive is employed by the Company and # Executive’s annual Bonus for such full year if Executive’s employment had not terminated (without regard to any subjective performance goals), payable in accordance with paragraph 3(c) hereof, # if the Executive and/or his dependents elect continuation coverage under COBRA, payment by the Company of the COBRA premiums for the Executive and/or his dependents in the same amount paid by the Company prior to the Termination Date during the period beginning on the Termination Date and ending on the first to occur of # the date twelve (12) months after the Termination Date and (yy) the first day Executive becomes eligible for similar benefits under another employer’s plans, # to the extent allowed under the applicable plans, continued participation in the Company’s life, long-term disability, and group accident plans beginning on the Termination Date and ending on the first to occur of # the date twelve (12) months after the Termination Date and (yy) the first day Executive becomes eligible for similar benefits under another employer’s plans, and # outplacement services provided by a nationally-recognized outplacement firm, such services to be commensurate with the services commonly provided to a person in a position comparable to Executive’s position with the Company, subject, in each case, to withholding and other appropriate deductions.

Qualifying Termination. An Executive Officer will be deemed to have incurred a Qualifying Termination for purposes of this plan if he or she is involuntarily terminated, as determined by the Committee, other than for Cause while holding Executive Officer status or within 90 days of having held Executive Officer status. For purposes of this plan, the term “Cause” shall mean an Executive Officer’s:

Your CIC Severance Multiple in the event that you become entitled to Severance Payments pursuant to Section 5(b) of the Plan due to a Qualifying Termination in connection with a Change in Control shall be [​(​)].

“CIC Qualifying Termination” shall mean a Participant’s employment is terminated by the Company, or any acquirer or successor in interest thereof, without Cause or by the Participant for Good Reason during the Change in Control Period, provided such termination of employment constitutes a Separation from Service.

Change of Control. The provisions of this Section 5 shall apply in lieu of, and expressly supersede, other than with respect [[Organization B:Organization]] requirement for the execution and delivery of a Separation Agreement and Release, the provisions of Section 4 regarding severance pay and benefits upon a Qualifying Termination, if a Qualifying Termination occurs within twenty-four (24) months after the occurrence of a Change of Control (“CIC Qualifying Termination”). This Section 5 shall terminate and be of no force or effect beginning twenty-four (24) months after the occurrence of a Change of Control.