EATON VANCE CORP. 10/30/97
1995 STOCK OPTION PLAN - RESTATEMENT NO. 2
1. Definitions. As used in this Eaton Vance Corp. 1995 Stock Option Plan - Restatement No. 2, the following
terms shall have the following meaning:
Board means the Company's Board of Directors.
Code means the Internal Revenue Code of 1986, as amended.
Committee means a committee comprised of one or more directors of the Company, appointed by the Board of
Directors of the Company, responsible for the administration of the Plan, as provided in Section 5.
Company means Eaton Vance Corp., a Maryland corporation.
Director Option means a nonqualified stock option granted to a director pursuant to Section 8.
Grant Date means the date on which an Option is granted.
Incentive Option means an Option that satisfies the requirements of
Section 422 of the Code.
Market Value means the closing price on the New York Stock Exchange for the Shares for any date.
Nonqualified Option means an Option other than an Incentive Option granted to an employee.
Option means an option to purchase Shares granted under the Plan.
Option Agreement means an agreement between the Company and an Optionee, setting forth the terms and
conditions of an Option.
Option Price means the price to be paid by an Optionee upon exercise of an Option.
Optionee means a person eligible to receive an Option to whom an Option shall have been granted under the
Plan means this 1995 Stock Option Plan.
Shares means shares of Non-Voting Common Stock of the Company.
Subsidiary means a subsidiary of the Company, as defined in Section 424(f) of the Code.
EXHIBIT 10.16 (CONTINUED)
2. Purpose. The purpose of the Plan is to advance the interests of the Company by strengthening the ability of the
Company and its Subsidiaries to attract, retain and motivate directors and key employees by providing them with
an opportunity to purchase non-voting common stock of the Company and thus participate in its ownership,
including the opportunity to s