Termination with At Least 68 Years of Combined Age and Service. If the Optionee voluntarily terminates employment and # the Optionee’s combined age and years of Company Service is equal to or greater than 68, # the Optionee provides six months advance written notice of his or her intention to terminate employment to both the Corporate Vice President - Global Total Compensation and the Optionee’s manager, # the Optionee executes and delivers (and does not revoke) a release agreement satisfactory to the Company and # the Optionee executes and delivers a non-competition agreement covering a period of 18 months in a form satisfactory to the Company as permitted by applicable law (as the Committee may require), any unvested Options that would have vested within three years following the Optionee’s Termination of Employment, will become exercisable in accordance with the Vesting Schedule set forth above in this Agreement, and any exercisable Options may be exercised at any time prior to and including the Expiration Date. If the Optionee executes and delivers a non-competition agreement, and then violates the provisions of that agreement (in the Committee’s discretion), all unexercised Options will immediately terminate and will not be exercisable.

Employee has a minimum combined total of years of service and age equal to eighty (80); is age fifty-five (55) or older; and provides twelve (12) months prior written notice to the Company of the retirement; or

Service Termination. Except as set forth in Section 2(c) below and on [Schedule 1], upon the cessation of the Participant’s services with the Company for any reason, all unvested PSUs shall be automatically forfeited as of such cessation of services. For purposes of this PSU award, services with the Company shall include services as an employee or director of, or consultant or advisor to, the Company or to a parent or subsidiary of the Company, or any successor to the Company.

For more detailed information on the treatment of your stock options and RSUs upon your termination, please refer to the Termination with at Least 68 Years of Combined Age and Company or Affiliate Service section of the Grant Materials. In the event of a conflict between this Agreement and the terms of the relevant Grant Materials, the terms of the Grant Materials will prevail with the exception of the waiver of the twelve month service requirement and the provision of service credit through March 31, 2019.

“Qualifying Retirement” shall mean a voluntary termination of Service by the Colleague after the Colleague’s attainment of either (i) the age of 55 and the Colleague’s completion of 10 Years of Service, or (ii) the age of 65 and the Colleague’s completion of 5 Years of Service, provided that the Committee has not determined that a basis exists for the Colleague’s termination of Service for Cause at the time of such termination of Service.

“4.4 “Retirement” shall mean termination of employment after Recipient is # age 62 with at least five years of service as an employee of the Company, or # age 55 with age plus years of service (including fractions) as an employee of the Company totaling at least 70.”

Qualifying Termination means your termination of employment with [[Bank of America:Organization]] and its Subsidiaries after you have # a length of service of at least ten (10) years and # a combined age and length of service equal to at least sixty (60). Your length of service will be determined by [[Bank of America:Organization]], in its sole discretion, and, in that regard, if you participate in a tax-qualified 401(k) plan sponsored by [[Bank of America:Organization]] or its Subsidiaries, your length of service shall be your “Vesting Service” under the tax-qualified 401(k) plan in which you participate. [For Mr. Montag: Notwithstanding the foregoing, your termination of employment shall be deemed a Qualifying Termination if it occurs on or after the third anniversary of your date of hire.]

Termination of Service. Except as otherwise provided in the Plan or as determined by the Committee, if Participant’s service as a member of the Board of Directors terminates for any reason other than death or Disability, all Restricted Stock held by Participant which is unvested or subject to restriction at the time of such termination shall be automatically forfeited immediately after such termination. In the event Participant dies while serving on the Board of Directors, all Restricted Stock held by Participant shall vest in full immediately after Participant’s death, and the Company shall process such vesting within thirty (30) days of receipt of notice thereof. In the event Participant resigns or is removed from the Board of Directors as a result of Participant’s Disability, all Restricted Stock held by Participant shall vest in full immediately after such resignation or removal, and the Company shall process such vesting within thirty (30) days of the date on which the Committee determines that such resignation or removal was the result of Participant’s Disability (but not later than December 31 of the year of such resignation or removal, or if later, the 15th day of the third calendar month following such resignation or removal).

Termination of Service. Except as otherwise set forth herein, with respect to any portion of the Option, the Grantee must remain in continuous Service (including to any successors to the Company or an Affiliate) from the effective date of this Agreement through the relevant vesting date for such portion of the Option as set forth in (or determined in accordance with) [Schedule 1] hereof in order for such portion of the Option to vest. Except as otherwise set forth # herein, # in the Plan in connection with a Change in Control if the Grantee is not a party to a Retention Agreement, or # in a Retention Agreement to which the Grantee is a party in connection with a Change of Control (as defined in such Retention Agreement), in the event that the Grantee’s Service (including to any successors to the Company or an Affiliate) terminates for any reason (or converts to inactive status in the manner specified in Section 5(b) hereof) prior to vesting of any portion of the Option, the Grantee’s rights hereunder shall be determined as follows:

Termination of Service. If the Participant’s service as a member of the Board of Directors of the Company and, if applicable, its Subsidiaries ceases prior to the end of the Period of Restriction and Paragraph 2(c) does not apply or has not applied, then any Award Shares subject to restrictions at the date of such cessation of service shall be automatically forfeited to the Company. In addition, and notwithstanding any provision in this Agreement to the contrary, if the Participant’s service as a member of the Board of Directors of the Company and, if applicable, its Subsidiaries is terminated for Cause, then any Award Shares subject to restrictions at the date of such termination of service shall be automatically forfeited to the Company. For purposes of this Agreement, transfer of Board of Directors membership among the Company and its Subsidiaries shall not be considered a termination or interruption of service.