EATON VANCE CORP.
1986 EMPLOYEE STOCK PURCHASE PLAN
RESTATEMENT NO. 11
1. Purpose .
The purpose of this 1986 Employee Stock Purchase Plan (the “Plan”) is to provide employees of Eaton Vance Corp. (the
“Company”) and its subsidiaries, who wish to become shareholders of the Company an opportunity to purchase Non-Voting
Common Stock of the Company (the “Shares”). The Plan is 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”). In addition, the Plan provides
certain employees who are not eligible for favorable tax treatment under Section 423 with the right to purchase Shares on a
2. Administration of the Plan .
The Board of Directors or any committee or person(s) to whom it delegates its authority (the “Administrator”) shall
administer, interpret and apply all provisions of the Plan. Nothing contained in this Section shall be deemed to authorize the
Administrator to alter or administer the provisions of the Plan in a manner inconsistent with the terms of the Plan or the
provisions of Section 423 of the Code.
3. Eligible Employees .
Subject to the provisions of Sections 7, 8 and 9 below, any individual who is a full-time employee (as defined below) of the
Company or any of its subsidiaries (as defined in Section 424(f) of the Code) is eligible to participate in the offering (as defined
in Section 4 below) commencing on such Offering Date. A full-time employee means any employee other than an employee
whose customary employment is: (a) 20 hours or less per week, or (b) not more than five months per calendar year.
4. Offering Dates and Offering Grants .
From time to time, the Company, by action of the Administrator, will grant rights to purchase Shares to employees eligible to
participate in the Plan pursuant to one or more offerings (each of which is an “Offering”) on a date or series of dates (each of
which is an “