Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Eaton Vance Corp. Stock Option Income Deferral Plan
On December 15, 2020, the Compensation Committee of the Board of Directors
("Compensation Committee") of Eaton Vance Corp. (the "Company") approved the
termination of the Eaton Vance Corp. Stock Option Income Deferral Plan (the
"SOID") and the Trust Under Eaton Vance Corp. Stock Option Income Deferral Plan
(the "SOID Trust") in connection with the proposed acquisition of the Company by
Morgan Stanley. The SOID was established to permit key employees to defer
recognition of income upon exercise of non-qualified stock options previously
granted by the Company. The Company's Chief Executive Officer, Thomas E. Faust
Jr. was a participant in the SOID with a vested benefit of 223,080 shares of the
Company's non-voting common stock (the "Benefit Shares"). The SOID was
terminated as of December 15, 2020 and distribution of the Benefit Shares will
be made to Mr. Faust as soon as reasonably practicable following the
termination. The SOID Trust will be terminated following the distribution of the
Benefit Shares.
Eaton Vance Corp. Supplemental Profit Sharing Plan
On December 15, 2020, the Compensation Committee approved the termination of the
Eaton Vance Corp. Supplemental Profit Sharing Plan ("the "SERP") and the Rabbi
Trust Under the Eaton Vance Corp. Supplemental Profit Sharing Plan (the "SERP
Trust") in connection with the proposed acquisition of the Company by Morgan
Stanley. The SERP was an unfunded, non-qualified plan whereby certain key
employees of the Company could receive profit sharing contributions in excess of
the amounts allowed under the Company's Profit Sharing and Savings Plan. Thomas
E. Faust Jr. was a participant in the SERP and the vested balance of the Plan
Accounts (as defined in the SERP) of Mr. Faust as of December 11, 2020 is
$130,017. The SERP was terminated on December 15, 2020 and the distribution of
the balances of the Plan Accounts (the "Distribution") shall be made as soon as
reasonably practicable following the termination. The SERP Trust will be
terminated following the Distribution.
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