Exhibit 10.1

EATON VANCE CORP.

2013 OMNIBUS INCENTIVE PLAN

__________________________

(Effective as of October 23, 2013,

as amended and restated October 30, 2015)

EATON VANCE

2013 OMNIBUS INCENTIVE PLAN

 (Effective as of October 23, 2013,

as amended and restated October 30, 2015)

__________________________

ARTICLE I

PURPOSE

The purpose of this Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Employees and Non-Employee Directors stock-based incentives in the Company to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders.

This Plan was initially effective as of October 23, 2013 and has been amended and restated as of October 30, 2015, the date it was approved by the voting stockholders of the Company (“Voting Stockholders”).

ARTICLE II

DEFINITIONS

For purposes of this Plan, the following terms shall have the following meanings:

2.1   

“ Award ” means an award under this Plan of any Stock Option, Restricted Stock or Phantom Stock.  All Awards shall be confirmed by, and subject to the terms of, a written Award Agreement.

2.2   

“ Award Agreement ” means a Notice and Award Agreement provided to the Participant, setting forth the terms and conditions of an Award.  An Award Agreement may be written or electronic, or in such other form as the Company shall determine.  A Participant’s acceptance (and non-revocation) of an Award hereunder will be deemed to constitute his or her acceptance of all terms of the Plan and the Award Agreement.  Award Agreements for Option Awards may be also referred to herein as “Option Agreements.” Award Agreements for Restricted Stock Awards may be also referred to herein as “Restricted Stock Agreements.” Award Agreements for Phantom Stock may be also referred to as “Phantom Stock Agreements.”

2.3   

“ Board ” means the Board of Directors of the Company.

2.4   

“ Cause ” means, with respect to any employee of the Company or Subsidiary, (i) such employee’s failure to perform and discharge his or her duties and responsibilities for any reason other than death or disability, (ii) such employee’s engagement in an action or course of conduct that in the reasonable judgment of the Committee (A) constitutes fraud, embezzlement or theft, (B) violates the Company’s Code of Business Conduct or Code of Ethics as then in effect, (C) constitutes a crime, (D) violates any rule, regulation or law to which

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the Company or Subsidiary is subject, (E) is negligent, or (F) harms the Company or Subsidiary or either the Company or the Subsidiary’s reputation, (iii) the sanction or censure of such employee by any regulatory or administrative body (including without limitation federal, foreign, state and local), or (iv) such employee’s failure to maintain any license or registration required for the employee to perform the functions of the employee’s position.  With respect to a Termination of Directorship, “cause” means an act or failure to act that constitutes cause for removal of a director under the Certificate of Incorporation and By-Laws of the Company or applicable law.

2.5   

“ Change in Control ” Unless otherwise determined by the Committee, a “Change in Control” shall be deemed to occur upon any of the following transactions:

(a)

The acquisition, other than from the Company or with the Company’s interest, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting power of the then outstanding Company Voting Stock; provided, that any acquisition by the Company or any of its Subsidiaries, or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries shall not constitute a Change in Control.

(b)

Approval by the Voting Stockholders of the Company of a reorganization, merger or consolidation (a “Business Combination”), in each case with respect to which all or substantially all of the individuals and entities who are the respective beneficial owners of the Company Voting Stock immediately prior to such Business Combination will not, following such Business Combination, beneficially own, directly or indirectly, more than 50% of the then combined voting power of the then outstanding Company Voting Stock entitled to vote generally in the election of directors of the Company or other entity resulting from the Business Combination in substantially the same proportion as their ownership immediately prior to such Business Combination; or

(c)

Approval by the holders of the Company Voting Stock of (i) a complete liquidation or dissolution of the Company, (ii) a sale or other disposition of all or substantially all of the assets of the Company, (iii) a sale or disposition of Eaton Vance Management (or any successor thereto) or of all or substantially all of the assets of Eaton Vance Management (or any successor thereto), or (iv) an assignment by any direct or indirect investment adviser Subsidiary of the Company of investment advisory agreements pertaining to more than 50% of the aggregate assets under management of all such Subsidiaries of the Company, in the case of (ii), (iii) or (iv) other than to a corporation or other entity with respect to which, following such sale or disposition or assignment, more than 50% of the outstanding combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation or other entity is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Company Voting Stock immediately prior to such sale, disposition or assignment in substantially the same proportion as their ownership of the Company Voting Stock immediately prior to such sale, disposition or assignment.

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Notwithstanding the foregoing, the following events shall not cause, or be deemed to cause, and shall not constitute, or be deemed to constitute, a Change of Control:

(1)

The acquisition, holding or disposition of Company Voting Stock deposited under the Voting Trust Agreement dated as of October 30, 1997, as amended, of the voting trust receipts issued therefore, any change in the persons who are voting trustees thereunder, or the acquisition, holding or disposition of Company Voting Stock deposited under any subsequent replacement voting trust agreement or of the voting trust receipts issued therefore, or any change in the persons who are voting trustees under any such subsequent replacement voting trust agreement; provided, that any such acquisition, disposition or change shall have resulted solely by reason of the death, incapacity, retirement, resignation, election or replacement of one or more voting trustees.

(2)

Any termination or expiration of a voting trust agreement under which Company Voting Securities have been deposited or the withdrawal therefrom of any Company Voting Securities deposited thereunder, if all Company Voting Securities and/or the voting trust receipts issued therefore continue to be held thereafter by the same persons in the same amounts.

(3)

The approval by the holders of the Company Voting Stock of a reorganization of the Company into different operating groups, business entities or other reorganization after which the voting power of the Company is maintained as substantially the same as before the reorganization by the holders of the Company Voting Stock.

A Change in Control shall not occur for purposes of the Plan unless it constitutes a “change in control event” as defined under Treasury Regulation Section 1.409A-3(i)(5)(i) if the Award is subject to Section 409A of the Code.

2.6   

“ Code ” means the Internal Revenue Code of 1986, as amended.  Any reference to any section of the Code shall also be a reference to any successor provision and any Treasury Regulation promulgated thereunder, and, in all instances, as further defined or described under any formal guidance issued by the Internal Revenue Service or United States Treasury.

2.7   

“ Committee ” means the Committee the Board may appoint to administer this Plan; provided that, each of (A) Stock Options that are intended to be exempt from Section 162(m) of the Code and (B) performance based awards of Restricted Stock may be made only by a committee or subcommittee of the Board which shall consist of two or more Non-Employee Directors, each of whom shall be, to the extent required by Section 162(m) of the Code, an “outside director” as defined in Section 162(m) of the Code.  With respect to the application of this Plan to Non-Employee Directors, the Committee shall be (i) the Board or (ii) a committee or subcommittee (which may differ from the committee or subcommittee established for the grant of Awards to employees) comprised of two or more Non-Employee directors each of whom qualify as an “independent director” as defined under Section 303A.02 of the NYSE Listed Company Manual.  Initially, without further action of the Board, the Compensation Committee of the Board will administer the Plan.  To the extent that no Committee exists that has the authority to administer this Plan, the functions of the Committee shall be exercised by the Board; provided, however, that in all cases the Board may take actions pursuant to the Plan to the extent it deems it advisable and as may be consistent with applicable

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law.  If for any reason the appointed Committee does not meet the requirements of Rule 16b-3 or Section 162(m) of the Code, such noncompliance shall not affect the validity of Awards, grants, interpretations or other actions of the Committee.

2.8   

“ Company Non-Voting Stock ” means the then outstanding shares of Company stock not entitled to vote in the election of directors.

2.9   

“ Company Voting Stock ” means the then outstanding shares of the Company stock entitled to vote generally in the election of directors.

2.10   

“ Company ” means Eaton Vance Corp., a Maryland corporation, and its successors by operation of law.

2.11   

“ Covered Employee ” means an employee subject to the Code Section 162(m) provisions governing deductibility of certain compensation to such employees.

2.12   

“ Detrimental Activity ” means: (a) the disclosure to anyone outside the Company or Subsidiaries, or the use in any manner other than in the furtherance of the Company’s or its Subsidiaries’ business, without written authorization from the Company, of any confidential information or proprietary information, relating to the business of the Company or its Subsidiaries that is acquired by a Participant prior to or after the Participant’s Termination; (b) activity while employed or performing services that results, or if known could result, in the Participant’s Termination that is classified by the Company as a termination for Cause; or (c)  material breach of any agreement between the Participant and the Company or a Subsidiary (including, without limitation, any employment agreement or non-competition or non-solicitation agreement).  For purposes of subsections (a) and (c) above, the Chief Executive Officer and the Chief Legal Officer of the Company shall each have authority to provide the Participant with written authorization to engage in the activities contemplated thereby and no other person shall have authority to provide the Participant with such authorization.

2.13   

“ Director Option ” means an option granted to a Non-Employee Director in accordance with Section 9.2.

2.14   

“ Disability ” means with respect to a Participant’s Termination, a permanent and total disability as defined in Section 22(e)(3) of the Code.  A Disability shall only be deemed to occur at the time of the determination by the Committee of the Disability.  Notwithstanding the foregoing, for Awards that are subject to Section 409A of the Code, Disability shall mean that a Participant is disabled under Section 409A(a)(2)(C)(i) or (ii) of the Code.

2.15   

“ Effective Date ” means October 23, 2013, the date the Voting Stockholders approved the Plan.  The amended and restated Plan became effective on October 30, 2015, the date it was approved by the Voting Stockholders of the Company.

2.16   

“ Eligible Employees ” means each employee of the Company or a Subsidiary.

2.17   

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.  Any references to any section of the Exchange Act shall also be a reference to any successor provision.

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2.18   

 “ Fair Market Value ” means, unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, as of any date and except as provided below, the last sales price reported for the shares of the Company on the applicable date as reported on the principal national securities exchange in the United States on which they are then traded.  For purposes of the grant of any Award, the applicable date shall be the trading day on which the Award is granted.  In the event that an Award is granted on a day on which the applicable market is not open or after close of the applicable market, Fair Market Value shall be determined using the closing price on the last business day on which the market was open preceding the day of the grant of the Award.  For purposes of the exercise of any Award, the date a notice of exercise is received by the Company or, if not a day on which the applicable market is open, the closing price on the last business day on which the market was open preceding the day the notice is received.

2.19   

“ Family Member ” means “family member” as defined in Section A.1.(5) of the general instructions of Form S-8, as may be amended from time to time.

2.20   

“ Grant Date ” means the actual date an Award contemplated hereunder is actually made to a Participant.

2.21   

  “ Incentive Stock Option ” means any Stock Option awarded to an Eligible Employee of the Company or its Subsidiaries under this Plan intended to be and designated as an “Incentive Stock Option” within the meaning of Section 422 of the Code.

2.22   

“ New Payment Date ” means the day that is six months plus one day after the date of a “specified employee’s” “separation from service”, each within the meaning of Section 409A of the Code.

2.23   

“ Non-Employee Director ” means a director of the Company who is not an active employee of the Company or a Subsidiary and includes a non-employee director within the meaning of Rule 16b-3.

2.24   

“ Non-Qualified Stock Option ” means any Stock Option awarded under this Plan that is not an Incentive Stock Option.

2.25   

“ Participant ” means an Eligible Employee or Non-Employee Director to whom an Award has been granted pursuant to this Plan.

2.26   

“ Performance Period ” means the period of performance applicable to a Performance Award of Restricted Stock granted under Section 7.3.

2.27   

“ Performance Award ” means an Award made pursuant to Article 7.3 of this Plan of the right to receive shares of Company Non-Voting Stock at the end of a specified Performance Period, which the Committee shall have designated at grant as intended to provide “performance-based compensation” within the meaning of Code Section 162(m) or which, although not so designated, the Committee believes provides “performance-based compensation” as so defined and was granted to a person who is or the Committee determines is reasonably likely to become a Covered Employee.

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2.28   

“ Person ” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, incorporated organization, governmental or regulatory or other entity.

2.29   

“ Phantom Stock ” means a notional award made to a Non-Employee Director under Section 9.3.  Each single unit of Phantom Stock has a reference value equal to the Fair Market Value of a share of Company Non-Voting Stock.

2.30   

“ Plan ” means this Eaton Vance Corp. 2013 Omnibus Incentive Plan, as amended and restated from time to time.

2.31   

“ Qualified Member ” means a member of the Committee who is a Non- Employee Director and an “outside director” within the meaning of Treasury Regulation §1.162-27(e)(3) under Code Section 162(m).

2.32   

“ Restricted Stock ” means an Award of shares of Company Non-Voting Stock under this Plan that is subject to Article VII.

2.33   

“ Restriction Period ” means the period of time during which any grant or sale of Restricted Stock, or portion thereof, remains subject to a Risk of Forfeiture, as described in Article VII and any Restricted Stock Agreement.

2.34   

“ Risk of Forfeiture ” means a limitation on the right of the Participant to retain an Award of Restricted Stock, including a right in the Company to retain, repurchase or require the forfeiture of the shares of Company Non-Voting Stock subject to a Restricted Stock Agreement arising because of the occurrence or non-occurrence of specified events or conditions.

2.35   

“ Rule 16b-3 ” means Rule 16b-3 under Section 16(b) of the Exchange Act as then in effect or any successor provision.

2.36   

“ Section 409A of the Code ” means the nonqualified deferred compensation rules under Section 409A of the Code.

2.37   

“ Securities Act ” means the Securities Act of 1933, as amended and all rules and regulations promulgated thereunder.  Any reference to any section of the Securities Act shall also be a reference to any successor provision.

2.38   

“ Stock Option ” or “ Option ” means any option to purchase shares of Company Non-Voting Stock pursuant to Article VI or Article IX, as applicable.

2.39   

“ Subsidiary ” means any subsidiary entity of the Company within the meaning of Section 424(f) of the Code.

2.40   

“ Termination ” means a Termination of Employment or Termination of Directorship, as applicable.

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2.41   

“ Termination of Directorship ” means that the Non-Employee Director has ceased to be a director of the Company.

2.42   

“ Termination of Employment ” means: (a) a termination of employment (for reasons other than a military or personal leave of absence granted by the Company) of a Participant from the Company and its Subsidiaries; or (b) when an entity which is employing a Participant ceases to be a Subsidiary, unless the Participant otherwise is, or thereupon becomes, employed by the Company or another Subsidiary at the time the employing entity ceases to be a Subsidiary.  In the event that an Eligible Employee becomes a Non-Employee Director upon the termination of his or her employment, unless otherwise determined by the Committee in its sole discretion, no Termination of Employment shall be deemed to occur until such time as such Eligible Employee is no longer an Eligible Employee or a Non-Employee Director.  Notwithstanding the foregoing, the Committee may, in its sole discretion, otherwise define Termination of Employment in the Award Agreement or, if no rights of a Participant are reduced, may otherwise define Termination of Employment thereafter.

2.43   

“ Unforeseeable Emergency ” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant's spouse, or a dependent (as defined in section 152(a) of the Code) of the participant, loss of the Participant's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant and determined to be an “unforeseeable emergency” for purposes of Section 409A of the Code.

ARTICLE III

ADMINISTRATION

3.1   

The Committee .   The Plan shall be administered and interpreted by the Committee.  The Committee shall have authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable.  The Committee may construe and interpret the terms of the Plan and any Award agreements entered into under the Plan.  The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient and it shall be the sole and final judge of such expediency.  

3.2   

Grants of Awards .  The Committee shall have full authority to grant, pursuant to the terms of this Plan, Awards under this Plan.  In particular, the Committee’s authority shall include the authority to:

(a)   

select the Eligible Employees to whom Awards may from time to time be granted hereunder;

(b)   

determine the number of shares of Company Non-Voting Stock to be covered by each Award granted hereunder;

(c)   

determine the terms and conditions, not inconsistent with the terms of this Plan, of any Award granted hereunder (including, but not limited to, the exercise or purchase price (if any), any restriction or limitation, any

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vesting schedule or acceleration thereof, or any forfeiture restrictions or waiver thereof, regarding any Award and the shares of Company Non-Voting Stock relating thereto, based on such factors, if any, as the Committee shall determine, in its sole discretion);

(d)   

determine whether, to what extent, and under what circumstances an Award may be settled in cash, Company Non-Voting Stock or other property;

(e)   

determine whether, to what extent and under what circumstances Company Non-Voting Stock and other amounts payable with respect to an Award under this Plan shall be deferred either automatically or at the election of the Participant in any case, in a manner intended to comply with Section 409A of the Code;

(f)   

determine whether a Stock Option is an Incentive Stock Option or Non-Qualified Stock Option;

(g)   

prescribe the form of each Award Agreement;

(h)   

determine whether to require a Participant, as a condition of the granting of any Award, to not sell or otherwise dispose of shares acquired pursuant to the exercise of an Award for a period of time as determined by the Committee, in its sole discretion, following the date of the acquisition of Company Non-Voting Stock pursuant to such Award; and

(i)   

make all other decisions regarding grants of Awards hereunder.

Other provisions of the Plan notwithstanding, the Board may perform any function of the Committee under the Plan, including for the purpose of ensuring that transactions under the Plan by Participants who are then subject to Section 16 of the Exchange Act in respect of the Company are exempt under Rule 16b-3.  In any case in which the Board is performing a function of the Committee under the Plan, each reference to the Committee herein shall be deemed to refer to the Board, except where the context otherwise requires.

3.3   

Manner of Exercise of Committee Authority .  At any time that a member of the Committee is not a Qualified Member, any action of the Committee relating to an Award to be granted to an employee who is then subject to Section 16 of the Exchange Act in respect of the Company, or relating to a Restricted Stock Performance Award, may be taken either (i) by a subcommittee composed solely of two or more Qualified Members, or (ii) by the Committee but with each such member who is not a Qualified Member abstaining or recusing himself or herself from such action, provided that, upon such abstention or recusal, the Committee remains composed solely of two or more Qualified Members.  Such action, authorized by such a subcommittee or by the Committee upon the abstention or recusal of such non-Qualified Member(s), shall be the action of the Committee for purposes of the Plan.  Any action of the Committee with respect to the Plan shall be final, conclusive, and binding on all persons, including the Company, Subsidiaries, Participants, any person claiming any rights under the Plan from or through any Participant, and stockholders of the Company.  The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not

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be construed as limiting any power or authority of the Committee.  The Committee may delegate to officers or managers of the Company, including the Company’s management committee, the authority, subject to such terms as the Committee shall determine, to perform administrative functions and the vesting and timing of the exercise of Awards either at the time of grant or thereafter, and such other functions as the Committee may determine to the extent permitted under applicable law and, with respect to any Participant who is then subject to Section 16 of the Exchange Act in respect of the Company, to the extent performance of such function will not result in a subsequent transaction failing to be exempt under Rule 16b-3(d) or a performance award meeting the exception for performance compensation under Section 162(m) of the Code; provided that, in no event shall the authority to grant awards be delegated to officers or managers of the Company.

3.4   

Limitation of Liability .  Each member of the Committee shall be entitled in good faith to rely or act upon any report or other information furnished to him or her by any officer or other employee of the Company or any Subsidiary, the Company’s independent certified public accountants, or other professional retained by the Company to assist in the administration of the Plan.  No member of the Committee, nor any officer or employee of the Company acting on behalf of the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Committee and any officer or employee of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action, determination, or interpretation.

3.5   

Decisions Final .  Any decision, interpretation or other action made or taken in good faith by or at the direction of the Company, the Board, the Committee (or any of the members thereof) or its delegees arising out of or in connection with this Plan shall be within the absolute discretion of all and each of them, as the case may be, and shall be final, binding and conclusive on the Company and all employees and Participants and their respective heirs, executors, administrators, successors and assigns.

3.6   

Designation of Consultants/Liability .

(a)   

The Committee may, in its sole discretion, designate employees of the Company and professional advisors to assist the Committee in the administration of this Plan.

(b)   

The Committee may, in its sole discretion, employ such legal counsel, consultants and agents as it may deem desirable for the administration of this Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent.  Expenses incurred by the Committee or the Board in the engagement of any such counsel, consultant or agent shall be paid by the Company.  The Committee, its members and any person designated pursuant to subsection (a) above shall not be liable for any action or determination made in good faith with respect to this Plan.  To the maximum extent permitted by applicable law, no officer of the Company or member or former member of the Committee or of the Board shall be liable for any action or determination made in good faith with respect to this Plan or any Award granted under it.

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3.7   

Indemnification .  To the maximum extent permitted by applicable law and the Certificate of Incorporation and By-Laws of the Company and to the extent not covered by insurance directly insuring such person, each officer or employee of the Company or any Subsidiary and member or former member of the Committee or the Board shall be indemnified and held harmless by the Company against any cost or expense (including reasonable fees of counsel reasonably acceptable to the Committee) or liability (including any sum paid in settlement of a claim with the approval of the Committee), and advanced amounts necessary to pay the foregoing at the earliest time and to the fullest extent permitted, arising out of any act or omission to act in connection with the administration of this Plan, except to the extent arising out of such officer’s, employee’s, member’s or former member’s fraud or gross negligence.  Such indemnification shall be in addition to any rights of indemnification the officers, employees, directors or members or former officers, directors or members may have under applicable law or under the Certificate of Incorporation or By-Laws of the Company or any Subsidiary.  Notwithstanding anything else herein, this indemnification will not apply to the actions or determinations made by an individual with regard to Awards granted to him or her under this Plan.

ARTICLE IV

SHARE LIMITATION

4.1   

Shares .   Subject to any increase or decrease pursuant to Section 4.2, the aggregate number of shares of Company Non-Voting Stock that may be issued or used for reference purposes or with respect to which Awards may be granted under this Plan shall not exceed 18,500,000, any or all of which Awards may be in the form of Incentive Stock Options.  Shares of Company Non-Voting Stock issued under the Plan may be either authorized and un-issued Company Non-Voting Stock or Company Non-Voting Stock held in or acquired for the treasury of the Company, or both.  

4.2   

Counting Shares; Adjustments .

(a)   

Manner of Counting Shares .  If any shares of Company Non-Voting Stock subject to an Award expire, are forfeited, canceled, exchanged, or surrendered or such Award is settled in cash or otherwise terminates without the issuance of shares of Company Non-Voting Stock to the Participant or the Participant’s retention of the shares of Company Non-Voting Stock covered by the Award, such number of shares of Company Non-Voting Stock will again be available for Awards under the Plan; provided, however, that in the case of Incentive Stock Options, the foregoing shall be subject to any limitations under the Code.  Shares of Company Non-Voting Stock delivered by actual delivery, attestation or net settlement to the Company by a Participant to (i) purchase shares of Company Non-Voting Stock upon the exercise of an Award or (ii) satisfy tax withholding obligations (including shares retained from the Award creating the tax obligation) shall not be added back to the number of shares available for the future grant of Awards.  The Committee may make determinations and adopt regulations for the counting of shares of

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Company Non-Voting Stock relating to any Award to ensure appropriate counting, avoid double counting, and provide for adjustments in any case in which the number of shares of Company Non-Voting Stock actually distributed differs from the number of shares of Company Non-Voting Stock previously counted in connection with such Award.

(b)   

Type of Shares Distributable .  Any shares of Company Non-Voting Stock delivered with respect to any Award may consist, in whole or in part, of authorized and un-issued shares of Company Non-Voting Stock or shares of Company Non-Voting Stock reacquired by the Company through purchase in the open market or in private transactions.

Adjustments .  In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, shares of Company Non-Voting Stock, or other property) which is unusual and non-recurring, or any recapitalization, stock split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase or share exchange, or other similar corporate transaction or event affects the shares, then the Committee shall make such equitable changes or adjustments as it deems appropriate and, in such manner as it may deem equitable, adjust (i) any or all of the number of shares of Company Non-Voting Stock which may be thereafter issued in connection with Awards, (ii) the number of shares of Company Non-Voting Stock issued or issuable in respect of outstanding Options or, if deemed appropriate, make provisions for payment of cash or other property with respect to any outstanding Option, (iii) the exercise price relating to any Option, and (iv) the number and kind of shares of Company Non-Voting Stock set forth in Section 4.3 as the per-person limitation for any three fiscal years for Awards made under the Plan; provided, however, in each case that, with respect to Incentive Options, such adjustment shall be made in accordance with Section 424 of the Code, unless the Committee determines otherwise.  In addition, the Committee is authorized to make adjustments in the terms and conditions of, and any criteria and performance objectives or goals included in, Awards in recognition of unusual or non-recurring events (including events described in the preceding sentence, as well as acquisitions and dispositions of assets or all or part of businesses) affecting the Company or any Subsidiary or any business unit, or the financial statements thereof, or in response to changes in applicable laws, regulations, accounting principles, tax rates and regulations, or business conditions or in view of the Committee’s assessment of the business strategy of the Company, a Subsidiary, or business unit thereof, performance of comparable organizations, economic and business conditions, personal performance of a Participant, and any other circumstances deemed relevant; provided that, unless otherwise determined by the Committee, no such adjustment shall be made in respect of a Restricted Stock Performance Award if and to the extent that such adjustment would cause such Restricted Stock Performance Award to provide other than “performance-based compensation” within the meaning of Code Section 162(m).

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4.3   

Sub-limit.  Subject to any increase or decrease pursuant to Section 4.2, the maximum number of shares of Company Non-Voting Stock with respect to which Awards may be granted to any Participant under the Plan shall be 7,200,000 shares of Company Non-Voting Stock per three-fiscal-year period.  The per-Participant limit described in the preceding sentence (i) applies only to calculating the maximum number of shares of Company Non-Voting Stock available to a Participant during any three-fiscal-year period, and shall not apply to or affect the manner of counting shares pursuant to Section 4.2 and (ii) shall be construed and applied consistently with Section 162(m) of the Code or any successor provision thereto, and the regulations thereunder.

ARTICLE V

ELIGIBILITY; GENERAL REQUIREMENTS FOR AWARDS

5.1   

General Eligibility .  All Eligible Employees and Non-Employee Directors are eligible to be granted Awards under the Plan, subject to the terms and conditions of this Plan.  Except as expressly provided herein, eligibility for the grant of Awards and actual participation in this Plan shall be determined by the Committee in its sole discretion.

ARTICLE VI

STOCK OPTIONS

6.1   

Options .  Stock Options may be granted alone or in addition to other Awards granted under this Plan.  Each Stock Option granted under this Plan shall be of one of two types: (a) an Incentive Stock Option or (b) a Non-Qualified Stock Option.  

6.2   

Grants .  The Committee shall, in its sole discretion, have the authority to grant to any Eligible Employee Incentive Stock Options or Non-Qualified Stock Options.  To the extent that any Stock Option does not qualify as an Incentive Stock Option (whether because of its provisions or the time or manner of its exercise or otherwise), such Stock Option or the portion thereof which does not qualify shall constitute a separate Non-Qualified Stock Option.  The Committee shall have no liability to any Participant, or any other party, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option or if the Committee converts an Incentive Stock Option into a Non-Qualified Stock Option.

6.3   

Terms of Options .  Except as expressly provided in this Section, Options granted under this Plan shall be subject to the following terms and conditions and shall be in such form and contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee, in its sole discretion, shall deem desirable:

(a)   

Exercise Price .  The exercise price per share of Company Non-Voting Stock subject to a Stock Option shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Stock Option shall not be less than 100% (or, in the case of an Incentive Stock Option granted to a “Ten Percent Stockholder” (determined in accordance

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with Code Section 422(b)(6)), 110%) of the Fair Market Value (determined in accordance with the terms of this Plan) of the Company Non-Voting Stock at the date of grant; and provided further that if the Committee approves the grant of a Stock Option with an exercise price to be determined on a future date, the exercise price shall be not less than 100% (or 110%, as applicable) of the Fair Market Value on such future date.

(b)   

Stock Option Term .  The term of each Stock Option shall be fixed by the Committee, provided that no Stock Option shall be exercisable more than ten (10) years after the date the Option is granted; and provided further that the term of an Incentive Stock Option granted to a Ten Percent Stockholder shall not exceed five (5) years.

(c)   

Exercisability .  Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee.  If the Committee provides, in its discretion, that any Stock Option is exercisable subject to certain limitations (including, without limitation, that such Stock Option is exercisable only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at, or after, grant, in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such Stock Option may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion.

(d)   

Notice of Exercise and Payment . An Option shall be exercisable only by delivery of a written, electronic or other method of notice approved by the Company to the Company’s Treasurer or any other officer or agent of the Company designated by the Committee to accept such notices on its behalf, specifying the number of shares of Company Non-Voting Stock for which it is exercised. If the shares are not at that time effectively registered under the Securities Act, the Participant shall include with such notice a letter, in form and substance satisfactory to the Company, confirming that the shares are being purchased for the Participant’s own account for investment and not with a view to distribution. Payment shall be made in full at the time the Option is exercised. Payment shall be made by (i) cash or check, (ii) delivery and assignment (either by actual delivery or attestation) to the Company or its agent of shares of Company Non-Voting Stock having been owned by the Participant for such period as the Committee may determine and having a Fair Market Value as of the date of exercise equal to the exercise price, provided that such shares are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements, (iii) if approved by the Committee, delivery of the Participant’s promissory note for the exercise price (but not if the Participant is a director or executive officer of the Company), or (iv) solely to the extent permitted by applicable law, if the Company Non-Voting Stock is traded on a national securities exchange or quoted on a national quotation system sponsored by the Financial Industry Regulatory

-13-

Authority, and the Committee authorizes, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly to the Company an amount equal to the purchase price, and (v) any combination of (i) – (iv) above or any other means the Committee deems acceptable and that are permitted by applicable law.

(e)   

Non-Transferability of Options .  Except as expressly provided in an Option Agreement, no Stock Option shall be transferable by the Participant otherwise than by will, the laws of descent and distribution or by operation of the last validly filed beneficiary designation, filed on a form acceptable to the Company, and all Stock Options shall be exercisable, during the Participant’s lifetime, only by the Participant.  Notwithstanding the foregoing, the Committee may determine, in its sole discretion, at the time of grant or thereafter that a Non-Qualified Stock Option that is otherwise not transferable pursuant to this Section is transferable to a Family Member in whole or in part and in such circumstances, and under such conditions, as determined by the Committee, in its sole discretion. A Non-Qualified Stock Option that is transferred to a Family Member of the optionee pursuant to the preceding sentence (i) may not be subsequently transferred otherwise than by will or by the laws of descent and distribution and (ii) remains subject to the terms of this Plan and the applicable Award Agreement.  Any shares of Company Non-Voting Stock acquired upon the exercise of a Non-Qualified Stock Option by a permissible transferee of a Non-Qualified Stock Option or held by a permissible transferee pursuant to a transfer after the exercise of the Non-Qualified Stock Option shall be subject to the terms of this Plan and the applicable Award Agreement.

(f)   

No Rights to Options; No Stockholder Rights . No employee shall have any claim to be granted an Option under the Plan, and there is no obligation for uniformity of treatment of employees. No Option shall confer upon a Participant any rights as a stockholder or any claim to dividends paid with respect to any shares of Company Non-Voting Stock to which the Option relates unless and until such shares of Company Non-Voting Stock are duly issued to him or her in accordance with the terms of the Option Agreement.

(g)   

Cancellation and Rescission of Options .  Unless otherwise determined by the Committee at grant, each Option Agreement shall provide that a Participant who engages or has engaged in Detrimental Activity after the Grant Date of any Option, all vested and unvested Options held by the Participant shall thereupon terminate and expire and the Participant shall have no further rights with respect thereto.

(h)   

Options to Participants Outside the United States . The Committee may modify the terms of any Option under the Plan granted to a Participant who is, at the time of grant or during the term of the Option, resident or primarily employed outside of the United States in any manner deemed by

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the Committee to be necessary or appropriate in order that such Option shall conform to laws, regulations, and customs of the country in which the Participant is then resident or primarily employed, or so that the value and other benefits of the Option to the Participant, as affected by foreign tax laws and other restrictions applicable as a result of the Participant’s residence or employment abroad, shall be comparable to the value of such an Option to a Participant who is resident or primarily employed in the United States. An Option may be modified under this subsection in a manner that is inconsistent with the express terms of the Plan, so long as such modifications will not contravene any applicable law or regulation.

(i)   

Termination of Options . Each Option shall terminate and may no longer be exercised in accordance with the following provisions:

(i)

if the Participant’s employment shall have been terminated  by his or her resignation or by the Company or Subsidiary for Cause, all of the Participant’s right to exercise the Options (to the extent that the Options were exercisable (vested) on the date of termination of employment) shall terminate and may no longer be exercised on the first to occur of (A) the date that is forty-five (45) days from the termination date or (B) the expiration date of the Option; provided that, with respect to a termination for Cause, a duly authorized officer or officers of the Company may determine, solely in his or their discretion to limit the exercise of Options to a time period shorter than that described in (A); if the Participant’s employment shall have been terminated by the Company or Subsidiary without Cause (before his or her Disability or death), then the Participant may at any time within a period of fifteen (15) months after such date of Termination (or, if sooner, the Option’s expiration date as set forth on the Award Agreement) exercise his or her Options to the extent that the Options were exercisable (vested) on the date of termination of employment;

(ii)

if the Participant’s employment shall have been terminated because of his or her Disability, then all of his or her Options shall become exercisable (vested) immediately on the date of Termination and the Participant may at any time within a period of fifteen (15) months after the Participant’s Termination because of Disability (or, if sooner, the Option’s expiration date as set forth on the Award Agreement) exercise any or all of such Options; and

(iii)

if the Participant dies, then all of his or her Options shall become exercisable (vested) immediately on the date of death and his or her estate, personal representative or beneficiary to whom it has been transferred (in accordance with the terms of this Plan) may at any time within a period of fifteen (15) months after the Participant’s death (or, if sooner, the Option’s expiration date as set forth on the Award Agreement) exercise any or all of such Options;

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provided, however, that the Committee may, at its sole discretion, provide specifically in an Award Agreement for such other period of time (shorter or longer than as set forth above) during which a Participant may exercise an Option after Termination as the Committee may approve, subject to the overriding limitation that no Option may be exercised to any extent by anyone after the date of expiration of the Option.

(j)   

Unvested Stock Options .  Unless otherwise determined by the Committee, or as otherwise set forth herein, including, without limitation, at Section 6.3(i)(i), (ii) or (iii), Stock Options that are not vested (either by operation of this Plan or under an agreement or otherwise) as of the date of a Participant’s Termination for any reason shall terminate and expire as of the date of such Termination.

(k)   

Incentive Stock Option Limitations .  To the extent that the aggregate Fair Market Value (determined as of the time of grant) of the Company Non-Voting Stock with respect to which Incentive Stock Options are exercisable for the first time by an Eligible Employee during any calendar year under this Plan and/or any other stock option plan of the Company or any Subsidiary exceeds $100,000, such Options shall be treated as Non-Qualified Stock Options.  Incentive Stock Options shall be granted to Employees only. Should any provision of this Plan not be necessary in order for the Stock Options to qualify as Incentive Stock Options, or should any additional provisions be required, the Committee may, in its sole discretion, amend this Plan accordingly, without the necessity of obtaining the approval of the Voting Stockholders of the Company (unless such approval is required in order to allow for the continued granting of Incentive Stock Options).

(l)   

Form, Modification, Extension and Renewal of Stock Options .  Subject to the terms and conditions and within the limitations of this Plan, Stock Options shall be evidenced by such form of agreement or grant as is approved by the Committee, and the Committee may, in its sole discretion, modify, extend or renew outstanding Stock Options granted under this Plan (provided that the rights of a Participant are not reduced without his or her consent and provided further that such action does not subject the Stock Option to Section 409A of the Code).  Notwithstanding the foregoing, an outstanding Option may not be modified to reduce the exercise price thereof nor may a new Option at a lower price be substituted for a surrendered Option (other than adjustments or substitutions in accordance with Section 4.2), unless such action is approved by the Voting Stockholders of the Company.

(m)   

Other Terms and Conditions .  Stock Options may contain such other provisions, which shall not be inconsistent with any of the terms of this Plan, as the Committee shall, in its sole discretion, deem appropriate.

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ARTICLE VII

RESTRICTED STOCK

7.1   

Awards of Restricted Stock .  Shares of Restricted Stock may be issued either alone or in addition to other Awards granted under the Plan.  The Committee shall, in its sole discretion, determine the Eligible Employees to whom, the time or times at which, and the performance conditions (if any) applicable to, grants of Restricted Stock and shall also determine the number of shares of Company Non-Voting Stock to be awarded, the price (if any) to be paid by the Participant, the time or times within which such Awards may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the Awards.  As it deems necessary or appropriate, including to comply with Code Section 162(m), the Committee may condition receipt of the grant of Restricted Stock upon the attainment of annual performance goals, as described in Section 7.3.  In addition, the Committee may condition the vesting of Restricted Stock upon the attainment of specified performance targets or such other factors as the Committee may determine, in its sole discretion, including compliance with the requirements of Section 162(m) of the Code.  Unless otherwise determined by the Committee at grant, each Award of Restricted Stock shall provide that in the event the Participant engages in Detrimental Activity after the grant of Restricted Stock, all unvested Restricted Stock shall be immediately forfeited to the Company.

7.2   

Awards and Certificates .  Participants selected to receive Restricted Stock Awards shall comply with the applicable terms and conditions of the Restricted Stock Award.  Further, all Awards shall be subject to the following:

(a)   

Purchase Price .  The purchase price, if any, of Restricted Stock shall be fixed by the Committee.  The purchase price for shares of Restricted Stock may, to the extent permitted by applicable law, be more or less than par value and may be zero.

(b)   

Non-Issuance of Certificates .  Participants receiving an Award of Restricted Stock shall be issued neither shares of Company Non-Voting Stock nor a certificate in respect of such Award.  Rather, each such Award shall be recorded as a book entry in such manner as is administratively expedient and permitted by law.  Notwithstanding the foregoing, if the Committee, in its sole discretion, determines to issue a Participant receiving an Award of Restricted Stock a stock certificate in respect of such shares of Restricted Stock, such certificate shall be registered in the name of such Participant, and, if applicable, shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award substantially in the following form:

“The transferability of this certificate and the shares represented by this certificate are subject to the terms and conditions (including, without limitation, the right of Eaton Vance Corp. to repurchase the shares) of the Eaton Vance Corp. 2013 Omnibus Incentive Plan and an Award Agreement entered into by the registered owner and Eaton Vance Corp.  Copies of such Plan and Award Agreement are on file in the offices of Eaton Vance Corp.”

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In such case, the Committee may require that the stock certificates evidencing shares of Restricted Stock be held in custody by a designated escrow agent (which may, but need not be, the Company) until the restrictions thereon shall have lapsed, and include any restrictions or limitations that the Committee may otherwise deem necessary or appropriate.

(c)   

Restrictions and Restriction Period .  During the period or periods established by the Committee and set forth in the Restricted Stock Agreement ( i.e. , the Restriction Period), each Award of Restricted Stock shall be subject to limitations on transferability and a Risk of Forfeiture (which may take the form of a right of the Company to repurchase the Restricted Stock for such consideration, if any, as the Committee shall have determined at grant) arising on the basis of such conditions related to the continuation of employment or the attainment of performance goals or otherwise as the Committee may determine. Any such Risk of Forfeiture may be waived, or the Restriction Period shortened, at any time by the Committee on such basis as it deems appropriate.

(d)   

Rights Pending Lapse of Risk of Forfeiture .  Except as otherwise provided in the Plan or in an Award Agreement, at all times prior to lapse of the Risk of Forfeiture applicable to, or forfeiture or repurchase of, an Award of Restricted Stock, the Participant shall have all of the rights of, and be subject to the limitations of, a non-Voting Stockholder of the Company as to such shares of Company Non-Voting Stock; provided, however, that any dividends (whether paid in cash, stock or property) declared and paid by the Company with respect to shares of Restricted Stock shall not be paid to the Participant until such time all Risks of Forfeiture (including any performance objectives) with respect to such Award have been satisfied or attained.  The Committee, as determined at the time of an Award, may permit or require the payment of cash dividends to be deferred and, if the Committee so determines, reinvested in additional Restricted Stock to the extent shares of Company Non-Voting Stock are available under Section 4.

(e)   

Effect of Termination .  Unless otherwise determined by the Committee at or after grant and subject to the applicable provisions of the Restricted Stock Agreement, upon Termination with the Company and its Subsidiaries for any reason during the Restriction Period, all shares of Restricted Stock still subject to Risk of Forfeiture shall be forfeited (or subject to repurchase, if applicable); provided , however , that military or sick leave shall not be deemed a termination of employment or other association, if it does not exceed the longer of ninety (90) days or the period during which the absent Participant’s reemployment rights, if any, are guaranteed by statute or by contract.

(f)   

Lapse of Restrictions .  Subject to Section 12.4 below (relating to satisfaction of withholding obligations), if and when the Risk of Forfeiture expires without a prior forfeiture of the Restricted Stock, the bookkeeping

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entry reflecting the Award of Restricted Stock shall be updated to reflect that the Award is no longer subject to a Risk of Forfeiture; provided that, if the Committee so determines, the Committee may authorize certificates with respect to such shares of Company Non-Voting Stock and instruct that they be delivered to the Participant, subject to all requirements set forth herein.  

(g)   

Non-Transferability .  No Award shall be transferable by the Participant otherwise than by will, the laws of descent and distribution or by operation of the last validly filed beneficiary designation, filed on a form acceptable to the Company.  Any Award that is transferred to a Family Member or beneficiary pursuant to the preceding sentence (i) may not be subsequently transferred otherwise than by will or by the laws of descent and distribution and (ii) remains subject to the terms of this Plan and the applicable Award Agreement.  Any shares of Company Non-Voting Stock held by a permissible transferee shall be subject to the terms of this Plan and the applicable Award Agreement.

(h)   

Buyouts .  The Company may at any time offer to buy out any outstanding Award of Restricted Stock for a payment in cash, shares of Company Non-Voting Stock or other property based on such terms and conditions as the Committee shall determine.

(i)   

Awards to Participants Outside the United States .  The Committee may modify the terms of any Award under the Plan granted to a Participant who is, at the time of grant or during the term of the Award, resident or primarily employed outside of the United States in any manner deemed by the Committee to be necessary or appropriate in order that such Award shall conform to laws, regulations, and customs of the country in which the Participant is then resident or primarily employed, or so that the value and other benefits of the Award to the Participant, as affected by foreign tax laws and other restrictions applicable as a result of the Participant’s residence or employment abroad, shall be comparable to the value of such an Award to a Participant who is resident or primarily employed in the United States.  An Award may be modified under this subsection in a manner that is inconsistent with the express terms of the Plan, so long as such modifications will not contravene any applicable law or regulation.

7.3   

Additional Requirements for Performance Awards .  Restricted Stock may be granted to Covered Employees or others (as the Committee may determine) subject to the attainment of pre-established performance goals, as described below.  Restricted Stock (including Restricted Stock granted contingent upon the attainment of pre-established performance goals) may also be granted subject to a Risk of Forfeiture based on the provisions of Section 7.2(d) above, and may include that the Risk of Forfeiture may lapse upon the achievement of additional pre-established performance goal or goals and other terms as set forth in this Section 7.3.

(a)   

Performance Goals Generally .  The performance goals for such Performance Awards shall include one or more business criteria and may

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(but need not) include a targeted level or levels of performance with respect to each such criterion, as specified by the Committee consistent with this Section 7.3.  Performance goals shall be objective, shall be for a specified period and shall otherwise meet the requirements for performance-based compensation under Code Section 162(m), including the requirement that the outcome of performance goals be “substantially uncertain” at the time established.  The Committee may determine that such Award shall be granted upon achievement of any one or more performance goal or that two or more of the performance goals must be attained as a condition to vesting or delivery of shares of Company Non-Voting Stock or retention or non-forfeiture of such Award.  Performance goals may differ for separate Awards granted to any one Participant or to different Participants, and may be different for Performance Periods.

(b)   

Business Criteria .  One or more of the following business criteria for the Company, on a consolidated basis, and/or for specified Subsidiaries, business units, funds or ventures of the Company (except with respect to the total stockholder return and earnings per share criteria), shall be used by the Committee in establishing performance goals for such Award:  (1) earnings per share; (2) revenues; (3) cash flow; (4) cash flow return on investment; (5) return on assets, return on investment, return on capital, or return on equity; (6) identification and/or consummation of investment opportunities or completion of specified projects in accordance with corporate business plans; (7) operating margin; (8) net income, net operating income, pretax earnings, pretax earnings before interest and depreciation and amortization, pretax operating earnings after interest expense and before incentives and service fees and extraordinary or special items, operating earnings or adjusted operating earnings; (9) total stockholder return; (10) commissions paid or payable to certain marketing personnel which are subjected to the Participant’s customary override commissions; (11) any of the above goals as compared to the performance of a published or special index deemed applicable by the Committee including, but not limited to, the Standard & Poor’s 500 Stock Index or other indexes or groups of comparable companies referenced in the Company’s annual report on Form 10-K in respect to Item 401(l) of Regulation S-K; (12) new exchange fund assets acquired during a performance period; (13) the value of all financial assets resulting from an extraordinary acquisition of assets; (14) the performance of one or more of the Eaton Vance funds as compared to a peer group or index or other benchmark deemed applicable by the Committee; (15) the volume of sales of Eaton Vance funds; and (16) Operating Income.  The Committee may specify that such performance criteria shall be adjusted to include or exclude, as appropriate, any one or more of the following:  (a) the results of consolidated funds, (b) stock based compensation expense, (c) write offs of intangible assets or goodwill associated with acquisitions or similar transactions, (d) extraordinary and non-recurring items, (e) the cumulative effects of changes in accounting principles, (f) gains or losses on dispositions of discontinued operations, (g) the write down of any asset, (h) charges for restructuring or rationalization programs, (i) amortization

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of intangibles associated with acquisitions,  (j) other acquisition related charges or expenses, (k) impairment charges, (l) gain or loss on minority equity investments, (m) non-cash income tax expenses, (n) expenses associated with incentive compensation, (o) net income attributable to non-controlling and other beneficial interests, (p) equity in net income of affiliates, (q) non-recurring expenses related to closed-end fund offerings, and (r) the effects of foreign currency exchange rate fluctuations.  Such performance criteria and adjustments thereto may be determined on a GAAP or non-GAAP basis, as determined by the Committee at the time the performance goal is established.  The specific performance goal or goals established by the Committee with respect to such Award or the terms of the Award Agreement shall be subject to adjustment by the Committee for any change in law, regulations and interpretations occurring after the Grant Date of the Award so as to enable all compensation to a Covered Employee attributable to the Award to constitute “performance-based compensation” within the meaning of Code Section 162(m).

(c)   

Timing For Establishing Performance Goals .  Performance goals applicable to both (i) Awards of Restricted Stock granted upon the condition that a specified goal or goals be achieved during a Performance Period, or (ii) Awards of Restricted Stock granted subject to a Risk of Forfeiture that lapses upon the achievement of pre-established performance goals shall be measured over the applicable Performance Period.  The Performance Period will be specified in the Restricted Stock Agreement.  Performance goals shall be established not later than 90 days after the beginning of any Performance Period applicable to such Award, or at such other date as may be required or permitted for “performance-based compensation” under Code Section 162(m).  

(d)   

Special Definitions .  For purposes of this Section:  “performance period” means the period over which an applicable performance goal or goals must be met; “extraordinary acquisition of assets” means an unusual or nonrecurring event affecting the Company or any Subsidiary, or any business division or unit or the financial statements of the Company or any Subsidiary, involving the acquisition of new financial assets to be managed or administered for advisory or other fees by any Subsidiary or any business division or unit, such as the acquisition of investment companies or partnerships (or their assets) previously managed by other persons, the acquisition of other investment advisory or management firms (or their assets) or the formation of joint ventures, partnerships or similar entities with other firms, provided that such fees shall be based upon such assets and payable to the Subsidiary or business division or unit upon consummation of the transaction (but the formation of new investment companies or partnerships by the Company or any Subsidiary or the acquisition of new private accounts to be managed by the Company or any Subsidiary in the ordinary course of its business shall not constitute an extraordinary acquisition of assets); and “new exchange fund assets” means all financial assets acquired during a performance period resulting

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from the private offering of shares or units of one or more exchange funds offered and managed by any Subsidiary or Subsidiaries of the Company, including all qualifying assets acquired by an exchange fund during a performance period to ensure the nontaxability of the exchange of contributed securities for shares or units of the fund (with all financial assets acquired by an exchange fund during a performance period valued as at the close of business on the exchange date, using the valuation of such assets employed by the fund at such date).

ARTICLE VIII

CHANGE IN CONTROL PROVISIONS

8.1   

Benefits .  In the event of a Change in Control of the Company and except as otherwise provided by the Committee in any Award Agreement, a Participant’s unvested Award shall not automatically vest and a Participant’s Award shall be treated in accordance with one of the following methods determined by the Committee, in its sole discretion:

(a)   

Awards, whether or not then vested, shall be continued, assumed, have new rights substituted therefore, as determined by the Committee in its sole discretion, and restrictions applicable to any Award granted prior to the Change in Control shall not lapse upon a Change in Control; provided that, for purposes of Incentive Stock Options, any assumed or substituted Stock Option shall comply with the requirements of Treasury Regulation Section 1.424-1 (and any amendments thereto).

(b)   

The Committee, in its sole discretion, may provide for the purchase of any Awards by the Company or a Subsidiary or any acquiring or successor person or entity for an amount of cash equal to the excess of the Change in Control Price (as defined below) of the shares of Company Non-Voting Stock covered by such Awards, over the aggregate exercise price of such Awards, if any, and any applicable tax withholding.  For purposes of this Section 8.1, “Change in Control Price” shall mean the highest price per share of Company Non-Voting Stock paid in any transaction related to a Change in Control of the Company.

(c)   

The Committee may, in its sole discretion, provide for the cancellation of any Awards without payment, if (i) in the case of Stock Options, the Change in Control Price is less than the exercise price of such Option and (ii) in the case of any Award, such Award is unvested (i.e., remains subject to a Risk of Forfeiture) upon the closing date of the Change in Control.

(d)   

The Committee may, upon written notice to Participants, provide that all of the Participant’s unexercised Awards will terminate immediately prior to the consummation of the Change in Control unless exercised by the Participant (to the extent then exercisable) within a specified period of time following the date of such notice.

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(e)   

Notwithstanding anything else herein, the Committee may, in its sole discretion, provide for accelerated vesting or lapse of restrictions, of an Award at the time of grant or at any time thereafter.

In taking any of the actions permitted under this Section 8.1, the Committee shall not be obligated by the Plan to treat all Awards, or all Awards held by a Participant, or all Awards of the same type, identically.  

ARTICLE IX

FORMULA PLAN FOR NON-EMPLOYEE DIRECTORS

9.1   

Formula Plan, In General .   Non-Employee Directors of the Company shall be granted Director Options as described in Section 9.2 and a Phantom Stock Awards as described in Section 9.3.  Unless otherwise specifically provided in this Article IX, all Options granted under Section 9.2 shall be subject to the general rules set forth for Option Awards under this Plan, including as set forth in Article VI.  Notwithstanding anything herein to the contrary, the Committee may, in its sole discretion, grant Awards to Non-Employee Directors that are different from, and/ or in addition to the Awards set forth below.

9.2   

Director Option .  At the first Board meeting following the first election to the Board of a person who was not, within twelve months preceding election, either an officer or employee of the Company or any Subsidiary, a Non-Employee Director shall be granted an Option to purchase such number of shares of Company Non-Voting Stock that, on the Grant Date, has a value under the Black-Scholes method of $55,000 (using the methodology used by the Company in determining the value of Options granted to Eligible Employees). On the first business day in November in each year, each Non-Employee Director shall receive a Director Option to purchase such number of shares of Company Non-Voting Stock that, on the Grant Date, has a value under the Black-Scholes method of $55,000 (using the methodology used by the Company in determining the value of Options granted to Eligible Employees). In the event that on any Grant Date there is not a sufficient number of shares of Company Non-Voting Stock available to implement fully the preceding sentences, then each such director shall receive a pro rata portion of the Director Option contemplated by the preceding sentences. The Option Price for each Director Option shall be the Fair Market Value (as defined herein) for the Grant Date.  Each Director Option shall become exercisable immediately on the date of grant. No Director Option shall be exercisable later than ten years after the date of grant. It is intended that each Director Option automatically granted pursuant to this Section 9.2 shall be made pursuant to a formula plan as defined in Release No. 34-37260 of the Securities and Exchange Commission (adopting restated Rule 16b-3).  

9.3   

Phantom Stock .  At the first Board meeting following the first election to the Board of a person who was not, within twelve months preceding election, either an officer or employee of the Company or any Subsidiary, a Non-Employee Director shall be granted a Phantom Stock Award equivalent to $55,000, with the number of units of Phantom Stock actually awarded equal to $55,000 divided by the Fair Market Value of a share of Company Non-Voting Stock on the Grant Date.  On the first business day in November in each year, each Non-Employee Director shall be granted a Phantom Stock Award equivalent to $55,000, with

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the number of units of Phantom Stock actually awarded equal to $55,000 divided by the Fair Market Value of a share of Company Non-Voting Stock on the Grant Date.  

(a)   

Settlement .  Phantom Stock Awards will vest and be settled on the first to occur of the second anniversary of the Grant Date or the date of the Non-Employee Director’s Termination (other than for Cause), or because of death, Disability or Unforeseeable Emergency, or upon a Change in Control.  Phantom Stock Awards shall be settled in a lump sum cash payment equivalent to the number of units of Phantom Stock held (after adjustment under Sections 9.3(e) and (f)) on the settlement date multiplied by the Fair Market Value of a share of Company Non-Voting Stock on such date.  

(b)   

Non-Transferability of Phantom Stock Award .  Except as specifically authorized by the Committee, Phantom Stock Awards, or the rights represented thereby, shall not be transferable by the Participant otherwise than by will, the laws of descent and distribution or by operation of the last validly filed beneficiary designation, filed on a form acceptable to the Company.  Any Award that is transferred to a Family Member or beneficiary pursuant to the preceding sentence (i) may not be subsequently transferred otherwise than by will or by the laws of descent and distribution and (ii) remains subject to the terms of this Plan and the applicable Award Agreement.  Any shares of Company Non-Voting Stock held by a permissible transferee shall be subject to the terms of this Plan and the applicable Award Agreement.

(c)   

Purported Transfers .  Except as specifically authorized by the Committee, no purported assignment or transfer of a Phantom Stock Award, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise (except by will, the laws of descent and distribution, or by operation of the last validly filed beneficiary designation), shall vest in the assignee or transferee any interest or right herein whatsoever.

(d)   

Unfunded Promise; No Stockholder Rights . The grant of a Phantom Stock Award (as adjusted herein) shall constitute an unfunded promise by the Company to pay a cash amount, in accordance with the requirements of this Section 9.3. Such cash amount is to be paid exclusively from the general assets of the Company, and the Non-Employee Director receiving such Award shall be an unsecured creditor of the Company with respect to all Phantom Stock Awards.  Except as specifically provided herein, no Phantom Stock Award shall confer upon a Non-Employee Director any rights as a Voting Stockholder or non-Voting Stockholder with respect to the Award contemplated herein.  

(e)   

Dividends .  As dividends are paid with respect to Company Non-Voting Stock, a number of units of Phantom Stock with a current value equal to the amount of the dividend will be allocated to the account of each Non-Employee Director with respect to each unit of Phantom Stock Awarded hereunder at the time such dividends are paid to the stockholders of the

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Company.  The number of units of Phantom Stock allocable will be determined by first determining the value of the total dividend that would have been paid to a Non-Employee Director if each unit of Phantom Stock held by him or her at such time was an actual share of Company Non-Voting Stock, and dividing the aggregate value of the hypothetical dividend by the Fair Market Value of a share of Company Non-Voting Stock, as of the date the dividend is declared (rounded up to one additional unit, as necessary).

(f)   

Adjustments .  Adjustments shall be made to the number of units of Phantom Stock held by a Non-Employee Director, as necessary, in accordance with Section 4.2.

(g)   

Taxes .  Amounts received with respect to a Phantom Stock Award are taxable as regular income upon settlement.  Non-Employee Directors receiving such Awards are solely responsible for payment of all state, federal and local taxes applicable thereto.

ARTICLE X

TERMINATION OR AMENDMENT OF PLAN

10.1   

Termination or Amendment .  Notwithstanding any other provision of this Plan, the Board or the Committee may at any time, and from time to time, amend, in whole or in part, any or all of the provisions of this Plan (including any amendment deemed necessary to ensure that the Company may comply with any regulatory requirements), or suspend or terminate it entirely, retroactively or otherwise; provided, however, that, unless otherwise required by law or specifically provided herein, the rights of a Participant with respect to Awards granted prior to such amendment, suspension or termination, may not be materially impaired without the consent of such Participant and, provided further, without the approval of the Voting Stockholders of the Company in accordance with the laws of the State of Maryland, to the extent required by the applicable provisions of Rule 16b-3, or Section 162(m) of the Code, pursuant to the requirements of the exchange on which Company shares are traded, or, to the extent applicable to Incentive Stock Options, Section 422 of the Code, no amendment may be made which would:

(a)   

increase the aggregate number of shares of Company Non-Voting Stock that may be issued under this Plan pursuant to Section 4.1 (except by operation of Section 4.2);

(b)   

increase the maximum individual Participant limitations as set forth in Section 4.3 (except by operation of Section 4.2);

(c)   

change the classification of Eligible Employees eligible to receive Awards under this Plan;

(d)   

decrease the minimum option price of any Stock Option (except by operation of Section 4.2);

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(e)   

extend the maximum option period beyond ten years;

(f)   

alter the Performance Goals for the Award of Restricted Stock or the vesting of Restricted Stock;

(g)   

award any Stock Option in replacement of a canceled Stock Option; or

(h)   

require stockholder approval in order for this Plan to continue to comply with the applicable provisions of Section 162(m) of the Code or, to the extent applicable to Incentive Stock Options, Section 422 of the Code.

In no event may this Plan be amended without the approval of the Voting Stockholders of the Company in accordance with the applicable laws of the State of Maryland to increase the aggregate number of shares of Company Non-Voting Stock that may be issued under this Plan, decrease the minimum exercise price of any Stock Option, or to make any other amendment that would require Voting Stockholder approval under the rules of the exchange on which the Company Non-Voting Stock of the Company are traded, or the rules of any other exchange or system on which the Company's securities are listed or traded at the request of the Company.

ARTICLE XI

UNFUNDED PLAN

11.1   

Unfunded Status of Plan .  This Plan is an “unfunded” plan for incentive and deferred compensation.  With respect to any payments as to which a Participant has a fixed and vested interest but that are not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general unsecured creditor of the Company.

ARTICLE XII

GENERAL PROVISIONS

12.1   

Legend .  The Committee may require each person receiving shares of Company Non-Voting Stock pursuant to a Stock Option or other Award under the Plan to represent to and agree with the Company in writing that the Participant is acquiring the shares without a view to distribution thereof.  In addition to any legend required by this Plan, the certificates for such shares may include any legend that the Committee, in its sole discretion, deems appropriate to reflect any restrictions on transfer.

All certificates for shares of Company Non-Voting Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may, in its sole discretion, deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Company Non-Voting Stock is then listed or any national securities exchange system upon whose system the Company Non-Voting Stock is then quoted, any applicable Federal or state securities law, and any applicable

-26-

corporate law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

12.2   

Other Plans .  Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to Voting Stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.

12.3   

No Right to Employment or Directorship .  Neither this Plan nor the grant of any Option or other Award hereunder shall give any individual any right with respect to continuance of employment, consultancy or directorship by the Company or any Subsidiary, nor shall they be a limitation in any way on the right of the Company or any Subsidiary by which an employee is employed or a consultant or Non-Employee Director is retained to Terminate his or her employment, consultancy or directorship at any time.

12.4   

Withholding of Taxes .  The Company shall have the right to deduct from any payment to be made pursuant to this Plan, or to otherwise require, prior to the issuance or delivery of any shares of Company Non-Voting Stock or the payment of any cash hereunder, payment by the Participant of, any Federal, state or local taxes required by law to be withheld, including without limitation, upon the vesting of Restricted Stock (or other Award that is taxable upon vesting).  Upon an election by a Participant under Section 83(b) of the Code, he or she shall pay all required withholding to the Company.  Any statutorily required withholding obligation with regard to any Participant may be satisfied, subject to the prior consent of the Committee, by reducing the number of shares of Company Non-Voting Stock otherwise deliverable or by delivering shares of Company Non-Voting Stock already owned; provided, however, that except as otherwise required by the Committee, the total tax withholding where shares of Company Non-Voting Stock are being used to satisfy tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income).

12.5   

No Assignment of Benefits .  No Award or other benefit payable under this Plan shall, except as otherwise specifically provided under this Plan, by law or permitted by the Committee, be transferable in any manner, and any attempt to transfer any such benefit shall be void, and any such benefit shall not be liable in any manner for or subject to the debts, contracts, liabilities, engagements or torts of any person who shall be entitled to such benefit, nor shall it be subject to attachment or legal process for or against such person.

12.6   

Listing and Other Conditions .

(a)   

Unless otherwise determined by the Committee, as long as the Company Non-Voting Stock is listed on a national securities exchange or system sponsored by a national securities association, the issue of any shares of Company Non-Voting Stock pursuant to an Award shall be conditioned upon such shares being listed on such exchange or system.  The Company shall have no obligation to issue such shares unless and until such shares are so listed, and the right to exercise any Option or other Award with respect to such shares shall be suspended until such listing has been effected.

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(b)   

If at any time counsel to the Company shall be of the opinion that any sale or delivery of shares of Company Non-Voting Stock pursuant to an Option or other Award is or may in the circumstances be unlawful or result in the imposition of excise taxes on the Company under the statutes, rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act or otherwise, with respect to shares of Company Non-Voting Stock or Awards, and the right to exercise any Option or other Award shall be suspended until, in the opinion of said counsel, such sale or delivery shall be lawful or will not result in the imposition of excise taxes on the Company.

(c)   

Upon termination of any period of suspension under this Section 12.6, any Award affected by such suspension which shall not then have expired or terminated shall be reinstated as to all shares available before such suspension and as to shares which would otherwise have become available during the period of such suspension, but no such suspension shall extend the term of any Award.

(d)   

A Participant shall be required to supply the Company with any certificates, representations and information that the Company requests and otherwise cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent or approval the Company deems necessary or appropriate.

12.7   

Governing Law .  This Plan and actions taken in connection herewith shall be governed and construed in accordance with the laws of the State of Maryland (regardless of the law that might otherwise govern under applicable Maryland principles of conflict of laws).

12.8   

Construction .  Wherever any words are used in this Plan in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever any words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply.

12.9   

Other Benefits .  No Award granted or paid out under this Plan shall be deemed compensation for purposes of computing benefits under any retirement plan of the Company or its Subsidiaries nor affect any benefits under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation.

12.10   

Costs .  The Company shall bear all expenses associated with administering this Plan, including expenses of issuing Company Non-Voting Stock pursuant to any Awards hereunder.

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12.11   

No Right to Same Benefits .  The provisions of Awards need not be the same with respect to each Participant, and such Awards to individual Participants need not be the same in subsequent years.

12.12   

Death/Disability .  The Committee may in its sole discretion require the transferee of a Participant to supply it with written notice of the Participant’s death or Disability and to supply it with a copy of the will (in the case of the Participant’s death) or such other evidence as the Committee deems necessary to establish the validity of the transfer of an Award.  The Committee may, in its discretion, also require that the agreement of the transferee to be bound by all of the terms and conditions of the Plan.

12.13   

Section 16(b) of the Exchange Act .  All elections and transactions under this Plan by persons subject to Section 16 of the Exchange Act involving shares of Company Non-Voting Stock are intended to comply with any applicable exemptive condition under Rule 16b-3.  The Committee may, in its sole discretion, establish and adopt written administrative guidelines, designed to facilitate compliance with Section 16(b) of the Exchange Act, as it may deem necessary or proper for the administration and operation of this Plan and the transaction of business thereunder.

12.14   

Section 409A of the Code .  Awards under the Plan are intended to comply with, or be exempt from, the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent.  Although the Company does not guarantee any particular tax treatment, to the extent that any Award is subject to Section 409A of the Code, it shall be paid in a manner that is intended to comply with Section 409A of the Code, including regulations and any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto.   Except as provided in individual Award agreements initially or by amendment, if and to the extent (i) any portion of any payment, compensation or other benefit provided to a Participant pursuant to the Plan in connection with a Termination constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code and (ii) the Participant is a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, in each case as determined by the Company in accordance with its procedures, by which determinations the Participant (through accepting the Award) agrees that he or she is bound, such portion of the payment, compensation or other benefit shall not be paid before the New Payment Date, except as Section 409A of the Code may then permit.  The aggregate of any payments that otherwise would have been paid to the Participant during the period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule.

The Company makes no representations or warranty and shall have no liability to the Participant or any other person if any provisions of or payments, compensation or other benefits under the Plan are determined to constitute nonqualified deferred compensation subject to Section 409A of the Code but do not to satisfy the conditions of that section.

12.15   

Successor and Assigns .  The Plan shall be binding on all successors and permitted assigns of a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such estate.

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12.16   

Severability of Provisions .  If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.

12.17   

Payments to Minors, Etc .  Any benefit payable to or for the benefit of a minor, an incompetent person or other person incapable of receipt thereof shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Committee, the Board, the Company, its Subsidiaries and their employees, agents and representatives with respect thereto.

12.18   

Headings and Captions .  The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.

ARTICLE XIII

EFFECTIVE DATE OF PLAN

The Plan became effective on October 23, 2013, the date it was approved by the Voting Stockholders of the Company.  The amended and restated Plan became effective on October 30, 2015, the date it was approved by the Voting Stockholders of the Company.

ARTICLE XIV

TERM OF PLAN

No Award shall be granted pursuant to the Plan on or after October 22, 2023, but awards granted prior to such date may extend beyond that date.  Notwithstanding the foregoing provisions, no Award (other than a Stock Option) that is intended to be “performance-based” under Section 162(m) of the Code shall be granted on or after the fifth anniversary of the date of stockholder approval of the Plan, unless the Performance Goals set forth herein are re-approved (or other designated performance goals are approved) by the stockholders no later than the first stockholder meeting that occurs in the fifth year following the year in which stockholders approve the Performance Goals set forth herein.

Eaton Vance Corp.

­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­ /s/ Thomas E. Faust Jr.

By: Thomas E. Faust Jr.

Title: Chief Executive Officer

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            Exhibit 10.2

Eaton Vance Corp.

2013 NONQUALIFIED EMPLOYEE STOCK PURCHASE PLAN

October 4, 2013

as Amended and Restated on October 30, 2015

The purpose of this 2013 Nonqualified Employee Stock Purchase Plan, as amended and restated, (the “Nonqualified ESPP”) is to provide employees of Eaton Vance Corp. (the “Company”) and certain of its subsidiaries who are ineligible to participate in the Company’s 2013 Employee Stock Purchase Plan (the “Qualified ESPP”) with opportunities to purchase shares of the Company’s non-voting common stock (the “Non-Voting Common Stock”), which commenced on November 1, 2013.  One hundred and thirty thousand (130,000) shares of Non-Voting Common Stock in the aggregate have been approved for this purpose, subject to any adjustment pursuant to Section 15 hereof.  Either authorized and unissued shares of Non-Voting Common Stock or issued shares of Non-Voting Common Stock heretofore or hereafter reacquired by the Company may be issued under the Nonqualified ESPP.  This Nonqualified ESPP is not intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code of 1986, as it may be amended (the “Code”).

1.

Administration .  The Nonqualified ESPP will be administered by the Company’s Board of Directors (the “Board”) or by a Committee appointed by the Board (the “Committee”) (See Exhibit A) .  The Board or the Committee has authority to make rules and regulations for the administration of the Nonqualified ESPP and its interpretation and decisions with regard thereto shall be final and conclusive.

2.

Eligibility .  All employees of the Company and all employees of any subsidiary of the Company designated by the Board or the Committee from time to time (a “Designated Subsidiary”), are eligible to participate in any one or more of the offerings of Options (as defined in Section 9) to purchase Non-Voting Common Stock under the Nonqualified ESPP provided that they are customarily employed by the Company or a Designated Subsidiary for more than 20 hours a week and for more than five months in a calendar year; provided, however, that no employee who is eligible to participate in the Qualified ESPP may participate in this Nonqualified ESPP.  To comply with local law requirements, the 20-hours per week eligibility requirement will not apply to any individual employed by any subsidiary organized in the United Kingdom.  For the avoidance of doubt, employees of non-corporate subsidiaries and subsidiaries less than 50% of the voting power of which is owned by the Company are eligible to participate in this Nonqualified ESPP and employees who own more than 5% of the total combined voting power or value of the stock of the Company or any subsidiary are eligible to participate in this Nonqualified ESPP, provided, in each case, that such employee is customarily employed by the Company or a Designated Subsidiary for more than 20 hours per week and for more than five months in a calendar year (except as set forth above with respect to United Kingdom subsidiaries).  The Company retains the discretion to determine which eligible employees may participate in an offering. See Exhibit A for a list of Designated Subsidiaries.

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3.

Offerings .  The Company will make one or more offerings (“Offerings”) to employees to purchase stock under this Nonqualified ESPP.  Offerings will begin on or around each November 1 and May 1, or the first business day thereafter (the “Offering Commencement Dates”).  Each Offering Commencement Date will begin a period (a “Plan Period”) that ends on the business day closest to the 6 month anniversary of such Offering Commencement Date during which payroll deductions will be made and held for the purchase of Non-Voting Common Stock at the end of the Plan Period.  The Board or the Committee may, at its discretion, choose a different Plan Period of twelve (12) months or less for subsequent Offerings and/or choose a different commencement date for Offerings under the Nonqualified ESPP.

4.

Participation .  An eligible employee may participate in any Offering by completing and submitting an online election form with the Company’s authorized agent or otherwise completing and forwarding such other written or electronic payroll deduction authorization form approved by the Company to the employee’s appropriate payroll office, in either case, at least 10 days prior to the applicable Offering Commencement Date.  The form will authorize a regular payroll deduction from the Compensation received by the employee during the Plan Period.  Unless an employee withdraws from the Nonqualified ESPP, the employee’s deductions and purchases will continue at the same rate for future Offerings under the Nonqualified ESPP as long as the Nonqualified ESPP remains in effect.  The term “Compensation” means base compensation, overtime (including shift differentials), retroactive base compensation and vacation payouts and will exclude all other earnings, including, but not limited to, incentive or bonus awards, allowances and reimbursements for expenses such as relocation allowances for travel expenses, income or gains associated with the grant or vesting of restricted stock, dividends on unvested restricted stock, income or gains on the exercise of Company stock options or stock appreciation rights, and similar items.

5.

Deductions .  The Company will maintain payroll deduction accounts for all participating employees.  All deductions shall be taken out of regular payroll payments and no participant shall be eligible to make any lump sum contributions to the Plan.  With respect to any Offering made under this Nonqualified ESPP, an employee may authorize a payroll deduction in any dollar amount up to a maximum of $961.00 per two-week period during any Plan Period or such shorter period during which deductions from payroll are made.  The Board or the Committee may, at its discretion, designate a higher or lower maximum contribution rate.

6.

Deduction Changes .  Other than to withdraw from participation in an Offering in accordance with Section 8 hereof, an employee may not change his payroll deduction election during any Plan Period.

7.

Interest .  Interest will not be paid on any employee accounts, except to the extent that the Board or the Committee, in its sole discretion, elects to credit employee accounts with interest at such rate as it may from time to time determine.

8.

Withdrawal of Funds .  An employee may at any time prior to the close of business on the 10th day prior to the applicable Exercise Date (as defined below) and for any reason permanently draw out the balance accumulated in the employee’s account and thereby withdraw from participation in an Offering.  Partial withdrawals are not permitted.  The employee may not begin participation again during the remainder of the Plan Period during which the employee

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withdrew his or her balance.  The employee may participate in any subsequent Offering in accordance with terms and conditions established by the Board or the Committee.

9.

Purchase of Shares .  

(a)

Number of Shares .

On the Offering Commencement Date of each Plan Period, the Company will grant to each eligible employee who is then a participant in the Nonqualified ESPP an option (an “Option”) to purchase on the last business day of such Plan Period (the “Exercise Date”) at the applicable purchase price (the “Option Price”) up to a whole number of shares of Non-Voting Common Stock determined by multiplying $2,083 by the number of full months in the Plan Period (for the avoidance of doubt, such product not to exceed $12,500 per Plan Period if the period is six months in duration) and dividing the result by the closing price (as determined below) on the Offering Commencement Date; provided, however, that no employee may be granted an Option which permits his rights to purchase Non-Voting Common Stock under this Nonqualified ESPP and any employee stock purchase plan (as defined in Section 423(b) of the Code) of the Company and its subsidiaries, to accrue at a rate which exceeds $25,000 of the fair market value of such Non-Voting Common Stock (determined at the date such Option is granted) for each calendar year in which the Option is outstanding at any time.

(b)

Option Price .

The Board or the Committee shall determine the Option Price for each Plan Period, including whether such Option Price shall be determined based on the lesser of the closing price of the Non-Voting Common Stock on (i) the Offering Commencement Date or (ii) the Exercise Date, or shall be based solely on the closing price of the Non-Voting Common Stock on the Exercise Date; provided, however, that such Option Price shall be at least 85% of the applicable closing price.  In the absence of a determination by the Board or the Committee, the Option Price will be 90% of the lesser of the closing price of the Non-Voting Common Stock on (i) the Offering Commencement Date or (ii) the Exercise Date.  The closing price shall be the closing price (for the primary trading session) on any national securities exchange on which the Non-Voting Common Stock is listed.  If no sales of Non-Voting Common Stock were made on such a day, the price of the Non-Voting Common Stock shall be the reported price for the most recent previous day on which sales were made.  

(c)

Exercise of Option .

Each employee who continues to be a participant in the Nonqualified ESPP on the Exercise Date shall be deemed to have exercised his Option at the Option Price on such date and shall be deemed to have purchased from the Company the number of whole shares of Non-Voting Common Stock reserved for the purpose of the Nonqualified ESPP that his accumulated payroll deductions on such date will pay for, but not in excess of the maximum numbers determined in the manner set forth above.

(d)

Return of Unused Payroll Deductions .  Any balance remaining in an employee’s payroll deduction account at the end of a Plan Period will be automatically refunded to the employee, except that any balance that is less than the purchase price of one share of Non-Voting Common Stock will be carried forward into the employee’s payroll deduction account for the following Offering, unless the employee elects not to participate in the following Offering under the Nonqualified ESPP, in which case the balance in the employee’s account shall be refunded.

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10.

Issuance of Certificates . Shares of Non-Voting Common Stock purchased under the Nonqualified ESPP will held in book entry in an account at the brokerage firm designated by the Company, which account may be in the name of the employee or in the name of the employee and another person of legal age as joint tenants with rights of survivorship.    

11.

Rights on Termination of Employment .  If a participating employee's employment ends before the last business day of a Plan Period, no payroll deduction shall be taken from any pay then due and owing to the employee and the balance in the employee’s account shall be paid to the employee.  In the event of the employee’s death before the last business day of a Plan Period, the Company shall, upon notification of such death, pay the balance of the employee’s account (a) to such beneficiary or beneficiaries as the employee has designated in writing during his or her lifetime to the Company (each a “Designated Beneficiary”); (b) if there is no such Designated Beneficiary, to his or her surviving spouse; (c) if none, to the executor or administrator of the employee’s estate; or (d) if no such executor or administrator has been appointed to the knowledge of the Company, to such other person(s) as the Company may, in its discretion, designate.  

12.

Optionees Not Stockholders .  Neither the granting of an Option to an employee nor the deductions from his or her pay shall make such employee a stockholder of the shares of Non-Voting Common Stock covered by an Option under this Nonqualified ESPP until he or she has purchased and received such shares.

13.

Options Not Transferable .  Options under this Nonqualified ESPP are not transferable by a participating employee other than by will or the laws of descent and distribution, and are exercisable during the employee’s lifetime only by the employee.

14.

Application of Funds .  All funds received or held by the Company under this Nonqualified ESPP may be combined with other corporate funds and may be used for any corporate purpose unless expressly forbidden by the law of the country of domicile of the Designated Subsidiary.

15.

Adjustment for Changes in Non-Voting Common Stock and Certain Other Events.   

(a)

Changes in Capitalization .  In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of Non-Voting Common Stock other than an ordinary cash dividend, (i) the number and class of securities available under this Nonqualified ESPP, (ii) the share limitations set forth in Section 9, and (iii) the Option Price shall be equitably adjusted to the extent determined by the Board or the Committee.

(b)

Reorganization Events .

(1)

Definition .  A “Reorganization Event” shall mean:  (a) any merger or consolidation of the Company with or into another entity as a result of which all of the Non-Voting Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled, (b) any transfer or disposition of all of the Non-

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Voting Common Stock of the Company for cash, securities or other property pursuant to a share exchange or other transaction or (c) any liquidation or dissolution of the Company.

(2)

Consequences of a Reorganization Event on Options .  In connection with a Reorganization Event, the Board or the Committee may take any one or more of the following actions as to outstanding Options on such terms as the Board or the Committee determines:  (i) provide that Options shall be assumed, or substantially equivalent Options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to employees, provide that all outstanding Options will be terminated immediately prior to the consummation of such Reorganization Event and that all such outstanding Options will become exercisable to the extent of accumulated payroll deductions as of a date specified by the Board or the Committee in such notice, which date shall not be less than ten (10) days preceding the effective date of the Reorganization Event, (iii) upon written notice to employees, provide that all outstanding Options will be cancelled as of a date prior to the effective date of the Reorganization Event and that all accumulated payroll deductions will be returned to participating employees on such date, (iv) in the event of a Reorganization Event under the terms of which holders of Non-Voting Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), change the last day of the Plan Period to be the date of the consummation of the Reorganization Event and make or provide for a cash payment to each employee equal to (A) (i) the Acquisition Price times (ii) the number of shares of Non-Voting Common Stock that the employee’s accumulated payroll deductions as of immediately prior to the Reorganization Event could purchase at the Option Price, where the Acquisition Price is treated as the fair market value of the Non-Voting Common Stock on the last day of the applicable Plan Period for purposes of determining the Option Price under Section 9(b) hereof, and where the number of shares that could be purchased is subject to the limitations set forth in Section 9(a), minus (B) the result of multiplying such number of shares by such Option Price, (v) provide that, in connection with a liquidation or dissolution of the Company, Options shall convert into the right to receive liquidation proceeds (net of the Option Price thereof) and (vi) any combination of the foregoing.

For purposes of clause (i) above, an Option shall be considered assumed if, following consummation of the Reorganization Event, the Option confers the right to purchase, for each share of Non-Voting Common Stock subject to the Option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Non-Voting Common Stock for each share of Non-Voting Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Non-Voting Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of Options to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determines to be equivalent in value (as of the date of such determination or another date specified by the Board) to the per share consideration received by

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holders of outstanding shares of Non-Voting Common Stock as a result of the Reorganization Event.

16.

Amendment of the Nonqualified ESPP .  The Board may at any time, and from time to time, amend or suspend this Nonqualified ESPP or any portion thereof.

17.

Insufficient Shares .  If the total number of shares of Non-Voting Common Stock specified in elections to be purchased under any Offering plus the number of shares purchased under previous Offerings under this Nonqualified ESPP exceeds the maximum number of shares issuable under this Nonqualified ESPP, the Board or the Committee will allot the shares then available on a pro-rata basis.

18.

Termination of the Nonqualified ESPP .  This Nonqualified ESPP may be terminated at any time by the Board.  Upon termination of this Nonqualified ESPP all amounts in the accounts of participating employees shall be promptly refunded.

19.

Governmental Regulations .  The Company’s obligation to sell and deliver Non-Voting Common Stock under this Nonqualified ESPP is subject to listing on a national stock exchange (to the extent the Non-Voting Common Stock is then so listed or quoted) and the approval of all governmental authorities required in connection with the authorization, issuance or sale of such stock.

20.

Governing Law .  The Nonqualified ESPP shall be governed by Maryland law except to the extent that such law is preempted by federal law.

21.

Issuance of Shares .  Shares may be issued upon exercise of an Option from authorized but unissued Non-Voting Common Stock, from shares held in the treasury of the Company, or from any other proper source.  

22.

Restriction on Sale of Shares / Notification upon Sale of Shares .  No participating employee shall be permitted to sell any shares of Non-Voting Common Stock purchased under the Nonqualified ESPP until the earliest of (i) the first anniversary of the Exercise Date on which the shares were purchased; (ii) the participating employee’s death; and (iii) the date on which the participating employee presents proof satisfactory to the Company that he or she has either become disabled within the meaning of Section 22(e)(3) of the Code or needs such shares on account of Hardship.  For purposes of the Nonqualified ESPP, “Hardship” shall mean the occurrence of one or more of the following events (a) a death within the participating employee’s immediately family; (b) extraordinary medical expenses for one or more members of the participating employee’s immediately family which are not covered by insurance programs sponsored by the Company; (c) the education costs of one or more of the participating employee’s family; (d) the purchase or renovation of a principal place of residence of the participating employee; or (e) such other financing emergency needs as may be approved by the Company on a uniform and nondiscriminatory basis.  The Company, in its discretion, shall either issue (either in certificated form or in book entry) shares of Non-Voting Common Stock purchased under the Nonqualified ESPP with a legend indicating that they are non-transferable except as indicated in this Section 22(a) (and then shall reissue such shares without the restrictive legend once any of the events listed at (i), (ii) or (iii) has occurred) or hold such shares in escrow

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pending their release to the participating employee (or, if the participating employee has died, (a) to his or her Designated Beneficiary, (b) if there is no such Designated Beneficiary, to his or her surviving spouse; (c) if none, to the executor or administrator of the employee’s estate; or (d) if no such executor or administrator has been appointed to the knowledge of the Company, to such other person(s) as the Company may, in its discretion, designate).

23.

Grants to Employees in Foreign Jurisdictions .  The Company may, to comply with the laws of a foreign jurisdiction, grant Options to employees of the Company or a Designated Subsidiary who are citizens or residents of such foreign jurisdiction (without regard to whether they are also citizens of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) with terms that are different than the terms of Options granted under the Nonqualified ESPP to employees of the Company or a Designated Subsidiary who are resident in the United States.  Notwithstanding the preceding provisions of this Nonqualified ESPP, employees of the Company or a Designated Subsidiary who are citizens or residents of a foreign jurisdiction (without regard to whether they are also citizens of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) may be excluded from eligibility under the Nonqualified ESPP if the grant of an Option under the Nonqualified ESPP to a citizen or resident of the foreign jurisdiction is prohibited under the laws of such jurisdiction.  The Company may add one or more appendices to this Nonqualified ESPP describing the operation of the Nonqualified ESPP in those foreign jurisdictions in which employees are excluded from participation or granted less favorable Options.

24.

Authorization of Sub-Plans .  The Board may from time to time establish one or more sub-plans under the Nonqualified ESPP with respect to one or more Designated Subsidiaries.

25.

Withholding .  Each participating employee shall, no later than the date of the event creating the tax liability, make provision satisfactory to the Board for payment of any taxes required by law to be withheld in connection with any transaction related to Options granted to or shares acquired by such employee pursuant to the Nonqualified ESPP.  The Company may, to the extent permitted by law, deduct any such taxes from any payment of any kind otherwise due to an employee.

27.

Effective Date .  The Nonqualified ESPP shall take effect on October 4, 2013.  It was initially adopted by the Board of Directors on October 3, 2013 and approved by the stockholders on October 4, 2013.  The Nonqualified ESPP, as amended and restated, shall take effect on October 30, 2015, the date it was approved by the stockholders; it was initially approved by the Board of Directors on October 28, 2015.

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EXHIBIT A

Initial actions taken by the Board, and approved by the Voting Stockholders, effective October 4, 2013.

Pursuant to Section 1 of the Nonqualified ESPP, the Board appoints the Management Committee to administer the Nonqualified ESPP.

Designated Subsidiaries are as follows:

Eaton Vance Advisers International Ltd.

Eaton Vance Management International Limited

Eaton Vance Management International (Asia) Pte. LTD

Eaton Vance Australia Pty. Ltd.

Atlanta Capital Management Company LLC

Parametric Portfolio Associates LLC

.

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Exhibit 10.3

Eaton Vance Corp.

2013 INCENTIVE COMPENSATION NONQUALIFIED EMPLOYEE STOCK PURCHASE PLAN

October 4, 2013

as Amended and Restated on October 30, 2015

The purpose of this 2013 Incentive Compensation Nonqualified Employee Stock Purchase Plan, as amended and restated, (the “Incentive ESPP”) is to provide employees of Eaton Vance Corp. (the “Company”) and its subsidiaries with opportunities to apply up to fifty percent (50%) of their Non-Base Compensation (as defined below) to purchase shares of the Company’s non-voting common stock (the “Non-Voting Common Stock”) in accordance with the terms hereof.  Either authorized and unissued shares of Non-Voting Common Stock or issued shares of Non-Voting Common Stock heretofore or hereafter reacquired by the Company may be issued under the Incentive ESPP.   Six hundred thousand (600,000) shares of Non-Voting Common Stock in the aggregate have been approved for this purpose, subject to any adjustment pursuant to Section 13 hereof.  

1.

Administration .  The Incentive ESPP will be administered by the Company’s Board of Directors (the “Board”) or by a Committee appointed by the Board (the “Committee”) (See Exhibit A ).  The Board or the Committee has authority to make rules and regulations for the administration of the Incentive ESPP and its interpretation and decisions with regard thereto shall be final and conclusive.

2.

Eligibility .  Any employee of the Company or any subsidiary of the Company who receives Non-Base Compensation is eligible to elect to participate in any one or more of the offerings of Options (as defined in Section 7) to purchase Non-Voting Common Stock under the Incentive ESPP.  The Company retains the discretion to determine which eligible employees may participate in an offering.

3.

Offerings .  The Company will make one or more offerings (“Offerings”) to eligible employees who elect to purchase shares of Non-Voting Common Stock under this Incentive ESPP.  Offerings will begin on or about each November 16, February 16, May 16 and August 16, or the first business day thereafter (the “Offering Commencement Dates”), with the actual Offering Commencement Date for each Plan Period (as defined below) to be communicated to eligible employees no later than 10 days prior to such Offering Commencement Date.  Each Offering Commencement Date will begin a three (3) month period (a “Plan Period”). The Board or the Committee may, at its discretion, choose a different commencement date for Offerings under the Incentive ESPP.

4.

Participation .  An eligible employee may participate in any Offering by completing and submitting an online election form with the Company’s authorized agent or otherwise completing and forwarding such other written or electronic election form approved by the Company to the employee’s appropriate payroll office, in either case, by the 10 ^th day of the

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month in which the applicable Offering Commencement Date occurs and complying with such other administrative procedures as the Board or the Committee shall establish from time to time.  The participating employee will elect on such election form to apply any whole percentage from a minimum of five percent (5%) to a maximum of fifty percent (50%) of the Non-Base Compensation the employee will receive during the following Plan Period (such amount, the “Elected Amount”) to purchase shares of Non-Voting Common Stock.  Unless an employee withdraws from the Incentive ESPP in accordance with Section 6 hereof, the employee’s Elected Amount will remain the same for future Offerings under the Incentive ESPP as long as the Incentive ESPP remains in effect.  The term “Non-Base Compensation” means any compensation other than (i) current base salary, (ii) retroactive base salary, (iii) overtime, (iv) dividends on unvested restricted stock and (v) vacation payouts and shall include, without limitation, annual cash incentives awarded by the Company, including cash amounts paid in settlement of incentive awards under the Eaton Vance Corp. Deferred Alpha Incentive Plan (and similar incentive plans), bonuses known as pre-tax incentive bonuses and annual sales bonuses, as well as monthly cash incentive bonuses and commissions.

5.

Interest .  Interest will not be paid on any portion of any Elected Amount to be applied to the purchase of shares of Non-Voting Common Stock pursuant to the terms hereof, except to the extent that the Board or the Committee, in its sole discretion, elects to credit an employee with interest on the employee’s Elected Amount at such rate as it may from time to time determine.

6.

Withdrawal .  An employee who has elected to participate under the Incentive ESPP may withdraw his or her election to participate in an Offering by giving notice to the Company or its authorized agent at any time prior to the close of business on the 10 ^th day prior to the applicable Exercise Date (as defined below). The portion of any Elected Amount withheld for the purchase of shares of Non-Voting Common Stock and not used for the purchase of such shares shall be returned without interest.  The employee may participate in any subsequent Offering in accordance with terms and conditions established by the Board or the Committee.

7.

Purchase of Shares .  

(a)

Number of Shares .

On the Offering Commencement Date of each Plan Period, the Company will grant to each eligible employee who is then a participant in the Incentive ESPP an option (an “Option”) to purchase on the last business day of such Plan Period (the “Exercise Date”) at the applicable purchase price (the “Option Price”) up to a whole number of shares of Non-Voting Common Stock determined by dividing the Elected Amount by Option Price.

(b)

Option Price .

The Option Price will be 90% of the lesser of the closing price of the Non-Voting Common Stock on (i) the Offering Commencement Date or (ii) the Exercise Date.  The closing price shall be the closing price (for the primary trading session) on any national securities exchange on which the Non-Voting Common Stock is listed.  If no sales of Non-Voting Common Stock were made on such a day, the price of the Non-Voting Common Stock shall be the reported price for the most recent previous day on which sales were made.  

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(c)

Exercise of Option .

Each employee who continues to be a participant in the Incentive ESPP on the Exercise Date shall be deemed to have exercised his Option at the Option Price on such date and shall be deemed to have purchased from the Company the number of whole shares of Non-Voting Common Stock reserved for the purpose of the Incentive ESPP that his or her Elected Amount will pay for.

(d)

Return of Unused Elected Amount .  Any balance of the Elected Amount representing a fractional share interest will be carried forward for the following Offering unless the participating employee elects not to participate in the following Offering, in which case the balance will be returned to the participating employee without interest following the Exercise Date.

8.

Issuance of Shares .  Shares of Non-Voting Common Stock purchased under the Incentive ESPP will held in book entry in an account at the brokerage firm designated by the Company, which account may be in the name of the employee or in the name of the employee and another person of legal age as joint tenants with rights of survivorship.    

9.

Rights on Termination of Employment .  If a participating employee's employment ends before the last business day of a Plan Period, no portion of such employee’s Elected Amount shall be taken from any pay then due and owing to the employee and the portion of any Elected Amount then held by the Company shall be paid to the employee.  In the event of the employee’s death before the last business day of a Plan Period, the Company shall, upon notification of such death, pay any portion of the Elected Amount then held by the Company (a) to such beneficiary or beneficiaries as the employee has designated in writing during his or her lifetime to the Company (each a “Designated Beneficiary”); (b) if there is no such Designated Beneficiary, to his or her surviving spouse; (c) if none, to the executor or administrator of the employee’s estate; or (d) if no such executor or administrator has been appointed to the knowledge of the Company, to such other person(s) as the Company may, in its discretion, designate.  

10.

Optionees Not Stockholders .  Neither the granting of an Option to an employee nor the deductions from his or her Non-Base Compensation shall make such employee a stockholder of the shares of Non-Voting Common Stock covered by an Option under this Incentive ESPP until he or she has purchased and received such shares.

11.

Options Not Transferable .  Options under this Incentive ESPP are not transferable by a participating employee other than by will or the laws of descent and distribution, and are exercisable during the employee’s lifetime only by the employee.

12.

Application of Funds .  All funds received or held by the Company under this Incentive ESPP may be combined with other corporate funds and may be used for any corporate purpose, unless expressly forbidden under the laws of the country of domicile of a particular subsidiary.

13.

Adjustment for Changes in Non-Voting Common Stock and Certain Other Events.   

(a)

Changes in Capitalization .  In the event of any stock split, reverse stock

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split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of Non-Voting Common Stock other than an ordinary cash dividend, (i) the number and class of securities available under this Incentive ESPP and (ii) the Option Price shall be equitably adjusted to the extent determined by the Board or the Committee.

(b)

Reorganization Events .

(1)

Definition .  A “Reorganization Event” shall mean:  (a) any merger or consolidation of the Company with or into another entity as a result of which all of the Non-Voting Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled, (b) any transfer or disposition of all of the Non-Voting Common Stock of the Company for cash, securities or other property pursuant to a share exchange or other transaction or (c) any liquidation or dissolution of the Company.

(2)

Consequences of a Reorganization Event on Options .  In connection with a Reorganization Event, the Board or the Committee may take any one or more of the following actions as to outstanding Options on such terms as the Board or the Committee determines:  (i) provide that Options shall be assumed, or substantially equivalent Options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to employees, provide that all outstanding Options will be terminated immediately prior to the consummation of such Reorganization Event and that all such outstanding Options will become exercisable to the extent of the Elected Amount held by the Company as of a date specified by the Board or the Committee in such notice, which date shall not be less than ten (10) days preceding the effective date of the Reorganization Event, (iii) upon written notice to employees, provide that all outstanding Options will be cancelled as of a date prior to the effective date of the Reorganization Event and that any portion of the participating employee’s Elected Amount held by the Company will be returned to participating employees on such date, (iv) in the event of a Reorganization Event under the terms of which holders of Non-Voting Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), change the last day of the Plan Period to be the date of the consummation of the Reorganization Event and make or provide for a cash payment to each employee equal to (A) (i) the Acquisition Price times (ii) the number of shares of Non-Voting Common Stock that the employee’s Elected Amount could purchase at the Option Price, where the Acquisition Price is treated as the fair market value of the Non-Voting Common Stock on the last day of the applicable Plan Period for purposes of determining the Option Price under Section 7(b) hereof, and where the number of shares that could be purchased is determined in accordance with Section 7(a) hereof, minus (B) the result of multiplying such number of shares by such Option Price, (v) provide that, in connection with a liquidation or dissolution of the Company, Options shall convert into the right to receive liquidation proceeds (net of the Option Price thereof) and (vi) any combination of the foregoing.

For purposes of clause (i) above, an Option shall be considered assumed if, following consummation of the Reorganization Event, the Option confers the right to purchase, for each share of Non-Voting Common Stock subject to the Option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Non-Voting Common

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Stock for each share of Non-Voting Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Non-Voting Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of Options to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determines to be equivalent in value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding shares of Non-Voting Common Stock as a result of the Reorganization Event.

14.

Amendments to or Termination of the Incentive ESPP .  The Board may at any time, and from time to time, without notice, amend, modify, suspend or terminate this Incentive ESPP, provided however that the then-existing rights of all participating employee’s shall not be adversely affected thereby.  For the avoidance of doubt, participating employees shall not be adversely affected by any amendment, modification, suspension or termination of this Incentive ESPP as long as the participating employees may receive a refund on any amounts otherwise allocable to shares of Non-Voting Common Stock not purchased.

15.

Governmental Regulations .  The Company’s obligation to sell and deliver Non-Voting Common Stock under this Incentive ESPP is subject to listing on a national stock exchange (to the extent the Non-Voting Common Stock is then so listed or quoted) and the approval of all governmental authorities required in connection with the authorization, issuance or sale of such stock.  

16.

Governing Law .  The Incentive ESPP shall be governed by Maryland law except to the extent that such law is preempted by federal law.

17.

Issuance of Shares .  Shares may be issued upon exercise of an Option from authorized but unissued Non-Voting Common Stock, from shares held in the treasury of the Company, or from any other proper source.  

18.

Restriction on Sale of Shares .  No participating employee shall be permitted to sell any shares of Non-Voting Common Stock purchased under the Incentive ESPP until the earliest of (i) the first anniversary of the Exercise Date on which the shares were purchased; (ii) the participating employee’s death; and (iii) the date on which the participating employee presents proof satisfactory to the Company that he or she has either become disabled within the meaning of Section 22(e)(3) of the Code or needs such shares on account of Hardship.  For purposes of the Incentive ESPP, “Hardship” shall mean an immediate and heavy financial need which may be met only by the sale of shares of Non-Voting Common Stock, as determined by the Board or Committee in accordance with nondiscriminatory standards.

19.

Withholding .  Each participating employee shall, no later than the date of the event creating the tax liability, make provision satisfactory to the Board or Committee for payment of any taxes required by law to be withheld in connection with any transaction related

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to Options granted to or shares acquired by such employee pursuant to the Incentive ESPP.  The Company may, to the extent permitted by law, deduct any such taxes from any payment of any kind otherwise due to an employee.

20.

Effective Date .  The Incentive ESPP shall take effect on October 4, 2013.  It was initially adopted by the Board of Directors on October 3, 2013 and approved by the stockholders on October 4, 2013.  The Incentive ESPP, as amended and restated, shall take effect on October 30, 2015, the date it was approved by the stockholders; it was initially approved by the Board of Directors on October 28, 2015.

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EXHIBIT A

Initial actions taken by the Board, and approved by the Voting Stockholders, effective October 4, 2013.

Pursuant to Section 1 of the Incentive ESPP, the Board appoints the Management Committee to administer the Incentive ESPP.

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           Exhibit 10.4

EXHIBIT B

Incentive Plan

EVA Holdings, LLC,  a Delaware limited liability company (the “ General Partner ”), and Parametric Portfolio, L.P., a Delaware limited partnership (the “ Partnership ”), have established a long-term incentive plan (the “ Plan ”), effective as of October 30, 2015, amending and restating the Partnership’s previous long-term incentive plan, which was effective as of October 31, 2013.  The purpose of the Plan is to create a market competitive long-term equity incentive program for key employees of PPA and its Affiliates.  Grants under the Plan are intended to attract, retain and motivate key professionals and provide an opportunity for these employees to become indirect owners of PPA, through their interest in the Partnership, and participate in the future growth of PPA over time.

The key elements of the Plan, applicable to all Operating Units and Liquidating Floor Units hereunder, are as follows:

1.

Operating Units and Liquidating Floor Units .  The Plan will consist of Operating Units and Liquidating Floor Units in the Partnership.  Operating Units and Liquidating Floor Units will participate in distributions in accordance with the Agreement.  The number of Operating Units and Liquidating Floor Units made available for issuance by the General Partner shall be set forth on Exhibit A to the Agreement.  The General Partner shall remain the owner of any Operating Units or Liquidating Floor Units made available for issuance under the Plan but not yet issued, entitling the General Partner to all rights in respect thereof.  The Operating Units and Liquidating Floor Units granted under the Plan will be designated in accordance with the year of the Issuance Date of such Operating Units and Liquidating Floor Units (e.g., Operating Units with an Issuance Date of November 2, 2015 shall be designated “ 2015 Operating Units ”).

2.

Issuance Dates .  Operating Units and Liquidating Floor Units shall only be issued on the first day of a Fiscal Year, except as otherwise agreed in writing by the General Partner.  Operating Units and Liquidating Floor Units will be issued at the sole discretion of the General Partner.  The date an Operating Unit or Liquidating Floor Unit is issued is referred to herein as the “ Issuance Date ” of such Operating Unit or Liquidating Floor Unit; provided that the Issuance Date of Operating Units and Liquidating Floor Units issued from the conversion of profit units outstanding immediately before the effective date of the Agreement shall be the issuance date of such profit units as determined under the Plan immediately before such effective date, as reflected on Schedule A.

3.

Valuation .

(a)

The General Partner shall in good faith determine the fair value of a Unit (the “ Fair Value ”), on the basis of its Liquidation Value, by utilizing an annual appraisal, conducted by an independent third party within a reasonable period prior to the first day of such Fiscal Year, of the units of PPA held by the Partnership.  The annual appraisal will utilize two

valuation techniques: the fading growth model and the guideline company method.  These two valuation methodologies will utilize appropriate discount rates as well as relevant investment management industry market multiples.  The General Partner shall review the results of such annual appraisal and, in its discretion, make such adjustments thereto in determining the Fair Value, with the Fair Value for a Full Liquidating Unit as of the first day of such Fiscal Year to be set forth in an annual report to the Partners (the “ Annual Valuation ”).  The Fair Value of a Full Liquidating Unit, as set forth in each Annual Valuation, shall be used as the basis for determining (i) the Cap Amount and Floor Amount of a Liquidating Cap Unit or Liquidating Floor Unit, respectively, issued after the effective date of the Agreement and (ii) the price to be paid by the General Partner in connection with a repurchase of each Operating Unit and Liquidating Unit in accordance with the terms hereof.  For avoidance of doubt, it is understood that (i) the Liquidation Value of an Operating Unit, and therefore its Fair Value, is always zero and (ii) the Fair Value of Liquidating Floor Unit is its Liquidation Value as determined based on the assumption that the Liquidation Value of a Full Liquidating Unit is its Fair Value.

(b)

The Annual Valuation shall be final and binding on the General Partner, the Partnership and any Grantee under a Grant Agreement, subject to the dispute resolution procedure listed in this paragraph (b).  If a Grantee disagrees with the Fair Value set forth in the Annual Valuation, the Grantee may dispute such Fair Value by notifying the General Partner within 30 days of the distribution of such Annual Valuation and providing at the Grantee’s expense an alternative appraisal of a Unit prepared by a nationally recognized valuation firm within 120 days of the distribution of the Annual Valuation.  The General Partner and the Grantee shall then jointly select an arbitrator that is recognized as a valuation expert to determination of Fair Value of a Unit based on the appraisals obtained by each and such other information that either deem relevant.  The cost of the arbitrator will be shared equally between the Partnership and the Grantee.  The arbitrator’s determination shall be binding on the General Partner and Grantee but only with respect to Units held by the Grantee. Notwithstanding Section 6.2.11 of the Agreement, this Section shall govern the resolution of disputes about the Annual Valuation.

4.

Plan Administration .  The General Partner shall be the administrator of the Plan; provided, however, the Grantees, and the number of Operating Units and Liquidating Floor Units to be issued thereto, shall be determined by the General Partner based upon the joint recommendation of the Managers and PPA’s Executive Committee (each as defined in the PPA Operating Agreement).

5.

Awards .  All Operating Units and Liquidating Floor Units awarded under the Plan shall be subject to the terms and conditions of a Grant Agreement to be executed and delivered by the Grantee. The Operating Units and Liquidating Floor Units shall be subject to vesting, Puts, Calls, forfeiture and other terms as set forth herein and in the Grant Agreement.  The form of Grant Agreement shall be as attached hereto as Appendix A .

6.

Vesting .  The Operating Units and Liquidating Floor Units shall be subject to vesting as provided herein.  “ Unvested Units ” shall mean 100% of the Operating Units and Liquidating Floor Units as of the Issuance Date of such Liquidating Floor Units, and “ Vested Units ” shall mean all Operating Units and Liquidating Floor Units that are not Unvested Units.  On each of the dates listed below, the respective number of Operating Units and Liquidating

Floor Units indicated below shall become Vested Units if the Grantee remains an employee of PPA or an Affiliate of PPA on such date.  All vesting shall cease upon a Termination Event; provided, however , all Unvested Units shall immediately vest and become Vested Units (i) upon the death or Disability of the Grantee or (ii) if the General Partner, in its sole discretion, chooses to treat Unvested Units as Vested Units (all such accelerated Operating Units and Liquidating Floor Units, the “ Accelerated Units ”).  Notwithstanding anything in this paragraph to the contrary, Liquidating Floor Units converted from profit units outstanding immediately prior to the effective date of the Agreement shall be Vested Units if such profit units were previously vested under the Plan as in effect immediately before such effective date.

7.

Put Rights .  

(a)

General .  Each Grantee shall have the right, subject to the terms and conditions set forth in this Section 7 and subject to the vesting provisions in Section 6, to cause the General Partner to purchase a portion of the Vested Units held by such Grantee as set forth in this Section 7 (each, a “ Put ”); provided, however , that in no event shall a Grantee cause a Put of, and the General Partner shall not be obligated to purchase, any Operating Units or Liquidating Floor Units that are, as of the applicable Exercise Date, Unvested Units; provided, further , that the Grantee must transfer an equal number of Operating Units and Liquidating Floor Units with the same Issuance Date upon the exercise of a Put.  Until the Put Closing Date, the Grantee shall receive all distributions distributable on the Operating Units held.

(b)

Exercise .  A Grantee may exercise a Put with respect to the Grantee’s Vested Units by delivery of a put exercise notice (a “ Put Exercise Notice ”) to the Partnership and General Partner, stating therein the number and designation of such Vested Units (the “ Put Units ”) with respect to which such Put is being exercised by no later than September 30th of the Fiscal Year immediately preceding the Fiscal Year in which the Exercise Date occurs (the “ Put Exercise Period ”).  If a Grantee submits a Put Exercise Notice on Vested Units that will not become Mature Units until after the Put Exercise Period, the Exercise Date for purposes of determining the Put Closing Date will be the first Exercise Date following the date on which such Vested Units become Mature Units.  As of September 30th of the Fiscal Year immediately preceding the Fiscal Year in which the Exercise Date occurs, the Put Exercise Notice shall constitute an irrevocable commitment on behalf of such Grantee to transfer to the General Partner the number of Put Units set forth therein (subject to any reduction required hereunder).

(c)

Purchase Price .  The purchase price per Put Unit shall be equal to the Fair Value of the Liquidating Floor Units on the applicable Exercise Date.  For the avoidance of doubt, no value shall be assigned to the Operating Units transferred on the exercise of a Put.

(d)

Closing .  The closing of the purchase and sale of any Put Units pursuant to the exercise of a Put shall be at a time and place specified by the parties involved in such transaction within thirty (30) days after (i) the delivery of the applicable Annual Valuation and (ii) the applicable Exercise Date, whichever is later (such closing date, the “ Put Closing Date ”).  At such closing, the Grantee shall deliver such Put Units free and clear of all liens, and, if requested by the General Partner, the Grantee shall execute an agreement reasonably acceptable to the General Partner stating therein that the Grantee has sole record and beneficial title to the Put Units, free and clear of any liens as of such closing date (other than those imposed by the Agreement).  The General Partner shall pay the aggregate purchase price for the Put Units by check or wire (net of withholding taxes, if any).  At the closing, the General Partner shall deliver a certificate confirming that the Put Units have been transferred to the General Partner and that Exhibit A to the Agreement (and Schedule A to the Grantee’s Partner Admission) has been amended to reflect such purchase.  In connection with any closing, the General Partner shall be deemed to be purchasing a ratable share of the Grantee’s Capital Account with respect to such Grantee’s Put Units as of the applicable Exercise Date.

(e)

Limitations on Puts .  Notwithstanding the foregoing, (i) a Grantee shall be entitled to exercise a Put in respect of such Grantee’s Operating Units and Liquidating Floor Units on no more than two (2) occasions and only during the term of such Grantee’s employment and (ii) the maximum number of Operating Units and Liquidating Floor Units that the General Partner shall be required to purchase from any individual Grantee pursuant to an exercise by a Grantee of his or her Put rights hereunder shall be equal to the difference between (x) fifty percent (50%) of the Aggregate Issued Units and (y) the sum of all such Grantee’s Units that have been previously purchased by the General Partner pursuant to the exercise by such Grantee of his or her Put rights hereunder.

8.

Call Rights.

(a)

General .  The General Partner shall have the right, but not the obligation, to purchase all or a portion of the Operating Units and Liquidating Floor Units from each Grantee, and each Grantee shall be obligated to sell such Operating Units and Liquidating Floor Units to the General Partner, upon and each year following the tenth anniversary of the Issuance Date of such Operating Unit or Liquidating Floor Unit (the “ Call ”) pursuant to the terms of this Section 8.  The General Partner may exercise the Call in respect of any or all Grantees, and any number of Operating Units and Liquidating Floor Units from any of such Grantees, in its sole discretion; provided, however , that the General Partner must purchase an equal number of Operating Units and Liquidating Floor Units with the same Issuance Date upon the exercise of a Call.  Until the Call Closing Date, the Grantee shall receive all distributions distributable on the Operating Units held.

(b)

Exercise .  The General Partner may exercise a Call by delivering written notice (the “ Call Notice ”) to that effect to a Grantee on or prior to September 30th immediately preceding the applicable Exercise Date (the “ Call Exercise Period ”), specifying therein an equal number of Operating Units and Liquidating Floor Units to be purchased by the General Partner (the “ Call Units ”) on the applicable Exercise Date.  If the General Partner submits a Call Notice on Vested Units that will not become Mature Units until after the Call Exercise Period, the Exercise Date for purposes of determining the Call Closing Date will be the first Exercise Date following the date on which such Vested Units become Mature Units.

(c)

Purchase Price .  The purchase price per Call Unit shall be equal to the Fair Value of the Liquidating Floor Units on the Exercise Date.  For the avoidance of doubt, no value shall be assigned to the Operating Units transferred on the exercise of a Call.

(d)

Closing .  The closing of the purchase and sale of any Call Units pursuant to the exercise of a Call shall be at a time and place specified by the parties involved in such transaction within thirty (30) days of the later to occur of (i) the delivery of the applicable Annual Valuation and (ii) the applicable Exercise Date (such closing date, the “ Call Closing Date ”).  At such closing, a Grantee shall deliver such Call Units free and clear of all liens, and, if requested by the General Partner, such Grantee shall execute an agreement reasonably acceptable to the General Partner stating therein that such Grantee has sole record and beneficial title to the Call Units, free and clear of any liens as of such closing date (other than those imposed by the Agreement).  The General Partner shall pay the aggregate purchase price for the Call Units by check or wire (net of withholding taxes, if any).  At the closing, the General Partner shall deliver a certificate confirming that the Call Units have been transferred to the General Partner and that Exhibit A to the Agreement (and Schedule A to such Grantee’s Partner Admission) has been amended to reflect such purchase.  In connection with any closing, the General Partner shall be deemed to be purchasing a ratable share of the Grantee’s Capital Account with respect to his or her Call Units.

9.

Repurchase upon Termination.

(a)

General .  Subject to Section 9(e), upon a Termination Event applicable to a Grantee, (i) the General Partner shall have the right, but not the obligation, to purchase all or a portion of the Operating Units and Liquidating Floor Units (including Unvested Units) from such Grantee, and such Grantee shall be obligated to sell such Operating Units and Liquidating Floor Units to the General Partner (a “ Termination Call ”), and (ii) such Grantee shall separately have the right, but not the obligation, to sell all or a portion of such Grantee’s Operating Units and Liquidating Floor Units to the General Partner (a “ Termination Put ”), in each case pursuant to the terms and conditions of this Section 9; provided , however , that upon a Termination Event, for any Vested Unit that is not a Mature Unit, the Termination Call and Termination Put shall apply to such Vested Unit on the first Exercise Date following the date on which such Vested Unit becomes a Mature Unit; provided, further , that the Grantee must transfer and the General Partner must purchase an equal number of Operating Units and Liquidating Floor Units with the same Issuance Date upon the exercise of a Termination Call or a Termination Put.  For the avoidance of doubt, a Termination Call shall apply to Unvested Units immediately upon the Termination Event.  Upon a Termination Event applicable to a Grantee, all of the Grantee’s Unvested Units (excluding, for these purposes, any Accelerated Units) held by such Grantee shall cease to vest.

Until the Termination Closing Date, the Grantee shall receive all distributions distributable on the Operating Units held.

(b)

Exercise .  The General Partner or the Grantee may elect to exercise a Termination Call or Termination Put, as applicable, by delivering written notice (the “ Termination Repurchase Notice ”) to that effect to the other Party within the later of (a) the 90th day following the effective date of the Termination Event and (b) the date on which the General Partner receives the Annual Valuation for the Fiscal Year immediately following the year in which such Termination Event occurred, specifying in such Termination Repurchase Notice the number of Operating Units and Liquidating Floor Units (including any Accelerated Units) to be purchased by the General Partner (the “ Repurchase Units ”) on the applicable Repurchase Date.  As of the later of (a) the 90th day following the effective date of the Termination Event and (b) the date on which the General Partner receives the Annual Valuation for the Fiscal Year immediately following the year in which such Termination Event occurred, a Termination Repurchase Notice delivered by a Grantee shall constitute an irrevocable commitment on behalf of such Grantee to transfer to the General Partner the number of Repurchase Units set forth therein (subject to any reduction required hereunder).

(c)

Purchase Price .  The purchase price per Repurchase Unit which is a Vested Unit (including any Accelerated Units) shall be equal to the purchase price determined under the principles of Sections 7(c) and 8(c), above; provided, however , that in the event of a Termination Repurchase in connection with the termination of a Grantee’s employment with PPA and its Affiliates for Cause, the purchase price per Repurchase Unit that is a Vested Unit shall be equal to 10% of the value determined above as of the applicable Repurchase Date.  The aggregate purchase price for all Repurchase Units that are Unvested Units (after giving effect to any acceleration as provided herein) shall be $1.00.

(d)

Closing .  The closing of the purchase and sale of any Repurchase Units (including any Unvested Units) pursuant to the exercise of a Termination Repurchase shall be at a time and place specified by the parties involved in such transaction within thirty (30) days of the later to occur of (i) the delivery of the applicable Annual Valuation and (ii) the delivery of the Repurchase Notice (such closing date, the “ Termination Closing Date ”).  At each such closing, the Grantee shall deliver such Repurchase Units free and clear of all liens, and, if requested by the General Partner, the Grantee shall execute an agreement reasonably acceptable to the General Partner stating therein that the Grantee has sole record and beneficial title to the Repurchase Units, free and clear of any liens as of such closing date (other than those imposed by the Agreement).  The General Partner shall pay the aggregate purchase price for the Repurchase Units by check or wire (net of withholding taxes, if any).  At such closing, the General Partner shall deliver a certificate confirming that the Repurchase Units have been transferred to the General Partner and that Exhibit A to the Agreement (and Schedule A to such Grantee’s Partner Admission) has been amended to reflect such purchase.  In connection with any closing, the General Partner shall be deemed to be purchasing a ratable share of the Grantee’s Capital Account with respect to the Repurchase Units.

(e)

Notwithstanding anything to the contrary herein, upon the Retirement of a Grantee, PPA’s Executive Committee may recommend that the Retiree provide agreed-upon services to PPA and, accordingly, for the General Partner to refrain from purchasing all or a

portion of the Operating Units and Liquidating Floor Units from such Grantee during the period of service (“ Post-Retirement Period ”).  If the General Partner approves, the General Partner will refrain from purchasing all or a portion of the Operating Units or Liquidating Floor Units from such Grantee as agreed between the parties.

10.

Failure to Execute.  In the event that a Grantee is required to sell some or all of a Grantee’s Operating Units or Liquidating Floor Units pursuant to the provisions of Sections 8 and 9 above, and in the further event that such Grantee refuses to, is unable to, or for any reason fails to, execute and deliver the agreements required by said sections, the General Partner may deposit the purchase price therefor in cash with any bank doing business within fifty (50) miles of the Partnership’s principal place of business, or in escrow, for such Grantee, to be held by such bank or escrow agent for the benefit of and for delivery to such Grantee.  Upon such deposit by the General Partner and upon notice thereof given to such Grantee, such Grantee’s Call Units or Repurchase Units, as applicable, shall be deemed to have been sold, transferred, conveyed and assigned to the General Partner, such Grantee shall have no further rights with respect thereto (other than the right to withdraw the payment therefor, if any, held by such bank or in escrow), and the General Partner shall record such transfer or repurchase on Exhibit A to the Agreement (and Schedule A to such Grantee’s Partner Admission).

11.

Assignment.  The General Partner may assign its rights and obligations hereunder to one or more of its Affiliates; provided, however , that nothing shall relieve the General Partner of its obligations hereunder.

12.

Effect of Purchase.  For the avoidance of doubt, upon the Closing of a Put or Call as set forth herein, the Grantee subject thereto shall cease to own the repurchased Operating Units and Liquidating Floor Units, and shall have no further rights in respect of such repurchased Operating Units and Liquidating Floor Units under the Agreement (including, without limitation, any right to distributions under the Agreement), other than the right to payment set forth in Sections 7 through 9 of the Plan, as applicable.

13.

Definitions.  Capitalized terms used in the Plan and not defined shall have the meanings given to them in the Agreement.  The following terms used in the Plan shall have the following meanings:

“ Accelerated Units ” has the meaning set forth in Section 6.

“ Aggregate Issued Units ” means, as of any date and with respect to any Grantee, the total number of Operating Units and Liquidating Floor Units transferred by the General Partner and the Partnership to such Grantee pursuant to one or more Grant Agreements through such date, and for this purpose, any Profit Units that were issued to a Grantee and not converted pursuant to Section 1.4 of the Agreement shall be treated as Operating Units and Liquidating Floor Units transferred by the General Partner and the Partnership to the Grantee.

“ Annual Valuation ” has the meaning set forth in Section 3(a).

“ Call ” has the meaning set forth in Section 8(a).

“ Call Exercise Period ” has the meaning set forth in Section 8(b).

“ Call Notice ” has the meaning set forth in Section 8(b).

“ Call Units ” has the meaning set forth in Section 8(b).

“ Cause ” means, with respect to each Grantee, (i) the willful and continued failure of the Grantee to perform substantially the Grantee’s duties with PPA and its Affiliates (other than any such failure resulting from incapacity due to physical or mental illness, and specifically excluding any failure by the Grantee, after reasonable efforts, to meet performance expectations), after a written demand for substantial performance is delivered to the Grantee by the PPA Managers which specifically identifies the manner in which the PPA Managers believe that the Grantee has not substantially performed the Grantee’s duties, or (ii) the willful engaging by the Grantee in illegal conduct or gross misconduct which is materially and demonstrably injurious to PPA and its Affiliates.  For purposes of this provision, no act or failure to act, on the part of the Grantee, shall be considered “willful” unless it is done, or omitted to be done, by the Grantee in bad faith or without reasonable belief that the Grantee’s action or omission was in the best interests of PPA and its Affiliates.  Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the PPA Managers or based upon the advice of counsel for PPA shall be conclusively presumed to be done, or omitted to be done, by the Grantee in good faith and in the best interests of PPA.  The cessation of employment of the Grantee shall not be deemed to be for Cause unless and until there shall have been delivered to the Grantee a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the PPA Managers at a meeting of the PPA Managers called and held for such purpose (after reasonable notice is provided to the Grantee and the Grantee is given an opportunity, together with counsel, to be heard before the PPA Managers), finding that, in the good faith opinion of the PPA Managers, the Grantee is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.

“ Disability ” or “ Disabled ” means the inability of a Grantee, as determined by the PPA Managers, to perform the essential functions of his or her regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness which has lasted (or can reasonably be expected to last) for a period of six (6) consecutive months.  At the request of the Grantee or his personal representative, the PPA Managers’ determination that the Disability of the Grantee has occurred shall be certified by two physicians mutually agreed upon by such Grantee, or his or her personal representative, and PPA and failing such independent certification (if so requested by the Grantee), the Grantee’s termination shall be deemed a termination by PPA without Cause and not a termination by reason of his Disability.

“ Exercise Date ” shall mean November 1 of each year or, solely with respect to Operating Units and Liquidating Floor Units having an Issuance Date that is later than November 1 of the Fiscal Year in which such Operating Units and Liquidating Floor Units are designated, such later date of each year subsequent to the Issuance Date (i.e., if the Issuance Date of an Operating Unit or Liquidating Floor Unit is November 3rd, then the Exercise Date for such Operating Unit or Liquidating Floor Unit shall be November 3rd of each subsequent year).

“ Issuance Date ” has the meaning set forth in Section 2.

“ Mature Units ” means Units that have been held by a Grantee for longer than six (6) months after becoming vested.

“ Post-Retirement Period ” has the meaning set forth in Section 9(e).

“ PPA Managers ” means the Managers of PPA as defined in the PPA Operating Agreement.

“ Put ” means, with respect to any Operating Unit or Liquidating Floor Unit, a Put and/or a Termination Put.

“ Put Exercise Notice ” has the meaning set forth in Section 7(b).

“ Put Exercise Period ” has the meaning set forth in Section 7(b).

“ Put Units ” has the meaning set forth in Section 7(b).

“ Repurchase Date ” means, with respect to a Termination Event of a Grantee, the first day of the Fiscal Year following the year in which such Termination Event occurs; provided, however , with respect to the repurchase of any Operating Units or Liquidating Floor Units in respect of the Death of such Grantee, the “Repurchase Date” may be such earlier date as determined by the General Partner.

“ Repurchase Units ” has the meaning set forth in Section 9(b).

“ Retirement ” means, with respect to a Grantee, either (i) such Grantee’s voluntary termination of his or her employment with PPA and its Affiliates following the attainment of such Grantee of age 65, (ii) such Grantee’s voluntary termination of his or her employment with PPA and its Affiliates following the attainment of such Grantee of age 55 and such Grantee has a combined age plus years of service to PPA and its Affiliates (including any predecessors) of 75 years, or (iii) or following the agreement of PPA’s Executive Committee and the EVA Managers to treat such voluntary termination as a retirement.

“ Termination Call ” has the meaning set forth in Section 9(a).

“ Termination Put ” has the meaning set forth in Section 9(a).

“ Termination Event ” means, with respect to a Grantee, an event of termination of such Grantee’s employment with PPA and its Affiliates for any reason (including, without limitation, the resignation, Retirement, death, Disability or termination by PPA with or without Cause).

“ Termination Repurchase ” means either a Termination Put or a Termination Call.

“ Termination Repurchase Notice ” has the meaning set forth in Section 9(b).

“ Unvested Units ” has the meaning set forth in Section 6.

“ Vested Units ” has the meaning set forth in Section 6.

           Exhibit 10.5

EATON VANCE CORP.

DEFERRED ALPHA INCENTIVE PLAN

I.

Purpose

The purpose of the Deferred Alpha Incentive Plan (the “ Plan ”) is to reward eligible investment professionals of Eaton Vance Corp. and its subsidiaries and affiliates (the “ Company ”) for generating above benchmark returns over a multi-year time frame and to align long-term compensation with the investment products that they manage and/or contribute to.

II.

Eligibility

Eligibility for the Plan is limited to investment professionals as determined by the Compensation Committee (the “ Committee ”) of the Board of Directors of the Company.  Individuals selected by the Committee to participate in the Plan are herein called “ Participants .”

III.

Incentive Awards

A.

Grant.   Incentive awards under the Plan (“ Incentive Awards ”) shall be granted to Participants by the Committee on the first business day in November of each year (or on such other date as determined by the Committee) (such date, the “ Grant Date ”) and shall be evidenced by a notice of grant (“ Notice of Grant ”) in such form (written, electronic or otherwise) as the Committee shall determine.   

B.

Initial Award Value.   The initial value of a Participant’s Incentive Award (“ Initial Award Value ”) shall be determined by the Committee and set forth in the Notice of Grant.  For Participants who are located in a jurisdiction with a currency other than the U.S. dollar, the Participant’s Initial Award Value shall be converted into the local currency of such jurisdiction using the spot exchange rate as of the end of the day on the Grant Date and shall be denominated in such local currency in the Notice of Grant.

C.

Maximum Amounts Payable to a Participant.   The maximum aggregate amount payable to any Participant under the Plan shall not exceed $10,000,000 per fiscal year.

IV.

Performance Metric

A.

Plan Cycle.   The plan cycle for an Incentive Award (“ Plan Cycle ”) is the three-year period beginning on Grant Date and ending on (and including) October 31 of the third year following the year in which the Incentive Award is granted.  For example, in the case of an Incentive Award granted on November 2, 2015, the Plan Cycle is November 2, 2015 to October 31, 2018.

B.

Performance Period.   The performance period for an Incentive Award (“ Performance Period ”) is the three-year period beginning on October 1 of the year in which the Incentive Award is granted and ending on (and including) September 30 of the third year following the year in which the Incentive Award is granted (or such other period established by

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the Committee for such Incentive Award).  For example, in the case of an Incentive Award granted on November 2, 2015, the Performance Period is October 1, 2015 to September 30, 2018.

C.

Measure of Investment Performance.   A Participant’s Incentive Award will be tied to the performance of one or more of the Company’s investment products (e.g. a mutual fund, seed account, etc.) aligned with the Participant and/or the Participant’s team, as designated by the Committee in the Notice of Grant.  If a Participant’s Incentive Award is tied to the performance of more than one investment product, the Initial Award Value shall be apportioned among the investment products in the Notice of Grant.  Performance of an investment product will be measured as the annualized gross return over the Performance Period (“ Annualized Gross Return ”) in excess of the benchmark established by the Committee for the Incentive Award (the “ Benchmark ”) (such excess, “ Annualized Gross Excess Return ”).  

For purposes of the Plan, Annualized Gross Excess Return shall be determined by the Committee as follows: At the start of a Performance Period, both an investment product and the investment product’s Benchmark will be zero.  To calculate the Annualized Gross Excess Return, the investment product’s monthly gross return (which is calculated by adding back in all investment product expenses to the net total return performance) and the Benchmark’s monthly return will be taken from a third party vendor (such as Morningstar or Lipper) as reported by such vendor as of the end of the day immediately following the close of the Performance Period.  Such monthly data for each of the investment product and the Benchmark will be annualized over the Performance Period to calculate Annualized Gross Return for the investment product and annualized return for the Benchmark, respectively.  The calculation of the Annualized Gross Return for the investment product and annualized return for the Benchmark can be expressed in the Excel formula of (=PRODUCT(1+[range of monthly gross return]^(1/3)-1).  The Annualized Gross Excess Return generated by the Participant will then be calculated by subtracting the annualized return for the Benchmark from the Annualized Gross Return for the investment product.  For example, if a Participant with respect to a given investment product was able to achieve an Annualized Gross Return of 10% over the Performance Period and the Benchmark over the Performance Period was an annualized return of 9%, then the Annualized Gross Excess Return will be 1% percent, or 100 basis points.

If an investment product with respect to which performance under an Incentive Award is to be measured has multiple share classes, the monthly gross return for such investment product shall be calculated as the simple average of each share class that exists for the entire duration of each month.

D.

Establishment of Benchmark.  The Benchmark for an Incentive Award shall be established by the Committee at the time the Incentive Award is granted and shall be set forth in the Notice of Grant.  In the case of Incentive Awards that are intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “ Code ”), the Benchmark shall in any event be established not later than ninety (90) days after the beginning of the Performance Period, or at such other date as may be required or permitted for “performance-based compensation” under Section 162(m) of the Code.

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V.

Payment Terms

Each payment of an amount attributable to an Incentive Award shall be subject to the following terms:

A.

Calculation of Payout.  The amount that shall be paid in settlement of an Incentive Award (the “ Payout ”) shall be calculated as of the end of the Performance Period on the following performance scale:

1.

If the Annualized Gross Excess Return is 100 basis points, the Payout will be equal to the Initial Award Value.

2.

If the Annualized Gross Excess Return exceeds 100 basis points, the Payout will be equal to the sum of (i) the Initial Award Value plus (ii) 1% of the Initial Award Value for each basis point in excess of 100.  For example, Annualized Gross Excess Return of 200 basis points will result in a Payout equal to 200% of the Initial Award Value.

3.

If the Annualized Gross Excess Return is less than 100 basis points, the Payout will be equal to the Initial Award Value reduced by 1% of the Initial Award Value for each basis point below 100.  For example, Annualized Gross Excess Return of 50 basis points will result in a Payout equal to 50% of the Initial Award Value.

4.

If Annualized Gross Excess Return is 0 basis points or less, the Payout will be $0.

5.

The maximum Payout for an Incentive Award shall be 500% of the Initial Award Value.

If a Participant’s Incentive Award is tied to the performance of more than one investment product, the total Payout with respect to such Incentive Award shall equal the sum of the individual Payouts that the Participant would have received if each portion of the Initial Award Value (as designated in the Notice of Grant) was a separate Incentive Award with respect to the applicable investment product.  

B.

Method and Timing of Payment.  Payouts under the Plan shall be paid in cash and in the currency in which the Initial Award Value is denominated in the Notice of Grant.  Except as otherwise provided under Section VI, payouts shall be paid as soon as reasonably practicable after the end of the Plan Cycle, but in any event shall be paid no later than the later of (i) two and a half (2½) months after the end of the Company’s tax year in which the payment is no longer subject to a substantial risk of forfeiture (within the meaning of Section 409A of the Code and the regulations thereunder) and (ii) two and a half (2½) months after the end of the Participant’s tax year in which the payment is no longer subject to a substantial risk of forfeiture (within the meaning of Section 409A of the Code and the regulations thereunder).

Notwithstanding anything to the contrary in this Plan or in any agreement between the Company and a Participant, in the case of an Incentive Award that is intended to qualify as

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“performance-based compensation” under Section 162(m) of the Code, in no event shall any payment be made with respect to such Incentive Award unless and until the Committee has certified in writing (in such manner as shall be consistent with the regulations under Section 162(m) of the Code) the Annualized Gross Excess Return and the calculation of the Participant’s Payout.

C.

Employment Requirement.  Except as specifically set forth in this Plan or in the Notice of Grant or, in the case of a Participant who is not a Covered Employee (as defined in Section VIII.C below), except as otherwise determined by the Committee, a Participant must be continuously employed by the Company from the date of grant of the Incentive Award through the end of the Plan Cycle in order to be eligible to receive a Payout under the Plan.

D.

Investment Product Changes.  The Committee shall determine the effect on an Incentive Award in the event that any investment product with respect to which performance under an Incentive Award is to be measured is changed during the Performance Period.  No adjustments shall be made to the performance measure or to any Incentive Award as a result of a name change to an investment product made after the Grant Date.

E.

Adjustments.  Notwithstanding any provision of the Plan, with respect to any Incentive Award that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee may adjust downwards, but not upwards, the Payout with respect to such Incentive Award.  

VI.

Termination of Employment; Transfers.

A.

General.   The Committee shall determine the effect on an Incentive Award of the termination or other cessation of employment, authorized leave of absence or other change in the employment or other status of a Participant during a Plan Cycle; provided, however, that with respect to any Incentive Award to a Covered Employee that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee may not waive the achievement of the applicable performance measures except in the case of the death or disability of the Participant or a change in control of the Company.

B.

Termination Without Cause.   In the event that a Participant’s employment with the Company is terminated by the Company without Cause (as defined below) prior to the end of a Plan Cycle, then the Participant’s Incentive Award shall be cancelled and the Committee shall determine, in its sole discretion, whether the Participant shall receive any Payout with respect to such Incentive Award, the amount and timing of such Payout, if any, and the terms and conditions of such Payout (including a requirement that the Participant execute a release of claims in favor of the Company).  Notwithstanding the foregoing, for any Incentive Award to a Covered Employee that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code, no Payout pursuant to this Section VI.B shall exceed the Payout that the Participant would have been entitled to had the Participant continued to participate in the Plan pursuant to the original terms of his or her Incentive Award for the entire Plan Cycle based on actual performance determined under Section V.A, with such Payout to be made at the end of the Plan Cycle at the time specified in Section V.B.  Any Payout to a Participant under this Section VI.B may be reduced pro rata in the sole discretion of the Committee.

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For purposes of the Plan, “Cause” means, with respect to any Participant, (i) such Participant’s failure to perform and discharge his or her duties and responsibilities for any reason other than death or disability, (ii) such Participant’s engagement in an action or course of conduct that in the reasonable judgment of the Committee (A) constitutes fraud, embezzlement or theft, (B) violates the Company’s Code of Business Conduct or Code of Ethics as then in effect, (C) constitutes a crime, (D) violates any rule, regulation or law to which the Company or subsidiary is subject, (E) is negligent, or (F) harms the Company or subsidiary or either the Company or the subsidiary’s reputation, (iii) the sanction or censure of such Participant by any regulatory or administrative body (including without limitation federal, foreign, state and local), or (iv) such Participant’s failure to maintain any license or registration required for the Participant to perform the functions of the Participant’s position.

C.

Death; Disability.   In the event that a Participant’s employment with the Company terminates due to the Participant’s death or Disability (as defined below) prior to the end of a Plan Cycle, then the Participant’s Incentive Award shall be cancelled and the Participant shall receive a Payout with respect to such Incentive Award calculated as of the date of termination of employment as follows:

1.

With respect to the portion of the Performance Period ending on the date of the Participant’s termination of employment, the Payout shall be calculated based on the actual Annualized Gross Excess Return for such portion of the Performance Period through the month end that includes the termination date.

2.

With respect to the remainder of the Performance Period following the date of the Participant’s termination of employment, the Payout shall be calculated assuming that the Annualized Gross Excess Return over the remainder of the Performance Period is 100 basis points starting with the month following the termination date.

The Payout shall be paid in cash to the Participant within 60 days following the date of the Participant’s termination of employment due to such death or Disability, provided that in the case of notice of the Participant’s death, the Payout shall be paid to a beneficiary designated, in a manner determined by the Committee, by the Participant to receive amounts due to the Participant under the Plan or, in the absence of an effective designation by a Participant, to the Participant’s estate.

For purposes of the Plan, “ Disability ” shall mean a permanent and total disability as defined in Section 22(e)(3) of the Code.  A Disability shall only be deemed to occur at the time of the determination by the Committee of the Disability.

D.

Investment Product Assignment Changes and Transfers.

1.

If, during the Plan Cycle, the Participant is assigned a new investment product or is transferred to a new position with investment product responsibility within the Company and a determination by the Committee is made to accordingly adjust the Participant’s outstanding Incentive Award, then the Participant’s Incentive Award shall remain outstanding,

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and at the end of the Performance Period, the Participant’s Payout shall be calculated as follows: (i) for the portion of the Performance Period prior to the new assignment or transfer (through the month end that includes the assignment or transfer date), by reference to the performance metric and Benchmark set by the Committee for the Participant’s position during such portion of the Performance Period and (ii) for the portion of the Performance Period following the new assignment or transfer (starting with the subsequent month), by reference to the performance metric and Benchmark set by the Committee for the Participant’s new assignment or position, unless otherwise determined by the Committee.  The Payout shall be paid in the manner and timing set forth in Section V.B.  Notwithstanding the foregoing, for any Incentive Award to a Covered Employee that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Payout shall equal the Payout that the Participant would have been entitled to had the Participant continued to participate in the Plan pursuant to the original terms of his or her Incentive Award (using the originally established investment product) based on actual performance determined under Section V.A.

2.

If, during a Plan Cycle, the Participant is transferred to a new position without investment product responsibility, then the Participant’s Incentive Award shall remain outstanding and, at the end of the Performance Period, the Participant’s Payout shall be calculated as follows: (i) with respect to the portion of the Performance Period ending on the date of transfer, the Payout shall be calculated based on the actual Annualized Gross Excess Return for such portion of the Performance Period (through the month end that includes the transfer date), and (ii) with respect to the remainder of the Performance Period following the date of transfer, the Payout shall be calculated assuming that the Annualized Gross Excess Return over the remainder of the Performance Period (starting with the subsequent month) is 100 basis points, unless determined otherwise by the Committee.  The Payout shall be paid in the manner and timing set forth in Section V.B.  Notwithstanding the foregoing, for any Incentive Award to a Covered Employee that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Payout shall equal the Payout that the Participant would have been entitled to had the Participant remained eligible to participate in the Plan pursuant to the original terms of his or her Incentive Award (using the originally established investment product), with such Payout to be made at the end of the Plan Cycle at the time specified in Section V.B. based on actual performance determined under Section V.A.

3.

If, during a Plan Cycle, one or more of the investment products with respect to which performance under a Participant’s Incentive Award is measured is cancelled or otherwise ceases to exist, then the Participant’s Incentive Award shall remain outstanding and, at the end of the Performance Period, the Participant’s Payout with respect to the portion of the Initial Award Value allocated to the cancelled investment product (as

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designated in the Notice of Grant) shall be calculated as follows: (i) with respect to the portion of the Performance Period ending on the date on which the investment product was cancelled or otherwise ceased to exist, the Payout shall be calculated based on the actual Annualized Gross Excess Return for such portion of the Performance Period (through the month end that includes the date of such cancellation or cessation), and (ii) with respect to the remainder of the Performance Period following the date on which the investment product was cancelled or otherwise ceased to exist, the Payout shall be calculated assuming that the Annualized Gross Excess Return over the remainder of the Performance Period (starting with the subsequent month) is 100 basis points, unless determined otherwise by the Committee.  The Payout shall be paid in the manner and timing set forth in Section V.B.  Notwithstanding the foregoing, for any Incentive Award to a Covered Employee that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the portion of the Initial Award Value that was allocated to the cancelled investment product (as designated in the Notice of Grant) shall be forfeited and the Participant shall receive no Payout with respect to such forfeited portion.

VII.

Change in Control.

In the event of a Change in Control (as defined below) of the Company during a Plan Cycle, except as otherwise provided by the Committee in its sole discretion, any outstanding Incentive Awards shall continue on their existing terms, except for any necessary adjustment by the Committee as a consequence of the impact of the Change in Control on the Company; provided, however, that if, following the consummation of a Change in Control during a Plan Cycle, a Participant’s employment with the Company (or the acquiring or succeeding entity) is terminated by the Company (or the acquiring or succeeding entity) without Cause, the Participant’s Incentive Award shall be cancelled and the Participant shall receive a Payout with respect to such Incentive Award calculated as of the date of termination of employment as if the Plan Cycle ended on the date of the Participant’s termination of employment.  The Payout shall be calculated with reference to the full Incentive Award amount (based on performance through  the termination of employment as described in the preceding sentence), without reduction based on the number of days elapsed in the original Plan Cycle or otherwise.  The Payout shall be paid to the Participant in cash within 60 days following the date of the Participant’s termination of employment.  

For purposes of the Plan, unless otherwise determined by the Committee, a “ Change in Control ” shall be deemed to occur upon any of the following transactions:

(a)

The acquisition, other than from the Company or with the Company’s interest, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) (a “ Person ”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting power of the then outstanding shares of Company stock entitled to vote generally in the election of directors (“ Company Voting Stock ”); provided, that any acquisition by the Company or any of its subsidiaries, or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries, shall not constitute a Change in Control.

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(b)

Approval by the voting stockholders of the Company of a reorganization, merger or consolidation (a “ Business Combination ”), in each case with respect to which all or substantially all of the individuals and entities who are the respective beneficial owners of the Company Voting Stock immediately prior to such Business Combination will not, following such Business Combination, beneficially own, directly or indirectly, more than 50% of the then combined voting power of the then outstanding Company Voting Stock entitled to vote generally in the election of directors of the Company or other entity resulting from the Business Combination in substantially the same proportion as their ownership immediately prior to such Business Combination; or

(c)

Approval by the holders of the Company Voting Stock of (i) a complete liquidation or dissolution of the Company, (ii) a sale or other disposition of all or substantially all of the assets of the Company, (iii) a sale or disposition of Eaton Vance Management (or any successor thereto) or of all or substantially all of the assets of Eaton Vance Management (or any successor thereto), or (iv) an assignment by any direct or indirect investment adviser subsidiary of the Company of investment advisory agreements pertaining to more than 50% of the aggregate assets under management of all such subsidiaries of the Company, in the case of (ii), (iii) or (iv) other than to a corporation or other entity with respect to which, following such sale or disposition or assignment, more than 50% of the outstanding combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation or other entity is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Company Voting Stock immediately prior to such sale, disposition or assignment in substantially the same proportion as their ownership of the Company Voting Stock immediately prior to such sale, disposition or assignment.

Notwithstanding the foregoing, the following events shall not cause, or be deemed to cause, and shall not constitute, or be deemed to constitute, a Change of Control:

(a)

The acquisition, holding or disposition of Company Voting Stock deposited under the Voting Trust Agreement dated as of October 30, 1997, as amended, of the voting trust receipts issued therefore, any change in the persons who are voting trustees thereunder, or the acquisition, holding or disposition of Company Voting Stock deposited under any subsequent replacement voting trust agreement or of the voting trust receipts issued therefore, or any change in the persons who are voting trustees under any such subsequent replacement voting trust agreement; provided, that any such acquisition, disposition or change shall have resulted solely by reason of the death, incapacity, retirement, resignation, election or replacement of one or more voting trustees.

(b)

Any termination or expiration of a voting trust agreement under which Company Voting Stock has been deposited or the withdrawal therefrom of any Company Voting Stock deposited thereunder, if all Company Voting Stock and/or the voting trust receipts issued therefore continue to be held thereafter by the same persons in the same amounts.

(3)

The approval by the holders of the Company Voting Stock of a reorganization of the Company into different operating groups, business entities or other reorganization after which the voting power of the Company is maintained as substantially the same as before the reorganization by the holders of the Company Voting Stock.

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A Change in Control shall not occur for purposes of the Plan unless it constitutes a “change in control event” as defined under Treasury Regulation Section 1.409A-3(i)(5)(i) if the Incentive Award is subject to Section 409A of the Code.

VIII.

Administration.

A.

General.   The Plan shall be administered by Committee.  The Committee shall have complete discretion to construe and administer the Plan, to grant Incentive Awards, to determine Initial Award Values, to establish Benchmarks, to calculate Payouts, and otherwise to do all things necessary or appropriate to carry out the Plan.  The Committee is not obligated to grant Incentive Awards to any particular Participants under the Plan.  Actions by the Committee under the Plan shall be conclusive and binding on all persons.

B.

Delegation.  To the extent permitted by applicable law, the Committee may delegate any or all of its powers under the Plan to the Compensation Committee of Eaton Vance Management, provided that the Committee may not delegate its powers with respect to Incentive Awards to Covered Employees that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code.  In addition, to the extent permitted by applicable law, the Committee may delegate to one or more officers of the Company the power to grant Incentive Awards and to exercise such other powers under the Plan as the Committee may determine, provided that the Committee shall determine the terms and conditions under which Incentive Awards may be granted by such officers, and provided further that such officers may not grant Incentive Awards to Covered Employees that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code.  All references in the Plan to “Committee” shall include the Compensation Committee of Eaton Vance Management or any officers of the Company to the extent that the Committee’s powers or authorities under the Plan have been delegated to such Compensation Committee or officers.

C.

Section 162(m) Committee.  Notwithstanding any other provisions of the Plan, any Incentive Award that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code shall be granted only by the Committee (or a subcommittee of the Committee) comprised solely of two or more directors eligible to serve on a committee making awards qualifying as “performance-based compensation” under Section 162(m) of the Code.  In the case of Incentive Awards granted to Covered Employees, references to the Committee in the Plan shall be treated as referring to such Committee (or subcommittee).  “ Covered Employee ” shall mean any person who is, or whom the Committee, in its discretion, determines may be, a “covered employee” under Section 162(m)(3) of the Code.

IX.

General Provisions.

A.

No Right to Employment; Participant’s Rights.  Nothing in the Plan shall entitle any Participant to continued employment with the Company and its subsidiaries, and the loss of benefits or potential benefits under the Plan shall in no event constitute an element of damages in any action brought against the Company or its subsidiaries. A Participant shall not have any claim to be granted an Incentive Award under the Plan, or to be paid any specific amount pursuant to an Incentive Award.

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B.

Non-U.S. Participants.  With respect to any Participant who is employed outside the United States, the Incentive Awards granted to such Participant shall be subject to such additional terms and conditions as are required by the jurisdiction in which the Participant is performing services or otherwise as required by law.

C.

Withholding of Taxes; Section 409A.  The Company shall have the right to deduct from any payment to be made pursuant to the Plan any federal, state, local or non-U.S. taxes required by law to be withheld.  This Plan and the Payouts that may be made hereunder are intended to be exempt from or to comply with Section 409A of the Code and shall be interpreted consistently therewith.  Notwithstanding the foregoing, the Company shall have no liability to any Participant or to any other person if the Plan and/or any Payout is not so exempt or compliant.

D.

Unfunded Status of Plan.  The Plan is an “unfunded” plan for incentive and deferred compensation.  With respect to payments not yet made to a Participant by the Company pursuant to an Incentive Award, nothing contained herein shall give any such Participant any rights that are greater than those of a general unsecured creditor of the Company.

E.

No Assignment of Benefits.  No Incentive Award or other benefit payable under the Plan shall, except as otherwise specifically provided under the Plan, by law or permitted by the Committee, be transferable in any manner, and any attempt to transfer any Incentive Award or other benefit shall be void.

F.

Amendment; Termination.   The Committee may at any time, in its sole discretion, amend or terminate the Plan, provided that no amendment that requires stockholder approval in order for the Plan to continue to comply with Section 162(m) of the Code shall be effective unless the same shall be approved by the requisite vote of the voting stockholders of the Company.  Notwithstanding the foregoing, no amendment shall affect adversely any of the rights of the Participant, without the Participant’s consent, under any Incentive Award theretofore issued under the Plan.

G.

Clawback Policies.  Any Incentive Award or other benefit payable under the Plan shall be subject to the Company’s clawback policies as may be in effect from time to time.

H.

Effective Date; Stockholder Approval.  The Plan is effective on October 30, 2015, the date it was approved by the Company’s stockholders, provided that any amounts payable under the Plan shall be subject to the approval of the material terms of the Plan by the Company’s stockholders in the manner required under Section 162(m) of the Code in order for such amounts to be eligible to qualify as performance-based compensation under Section 162(m) of the Code, to the extent not already so approved.

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