EATON VANCE CORP.
1986 EMPLOYEE STOCK PURCHASE PLAN
RESTATEMENT NO. 5
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, par value $.0625 per share, 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 has been a full-time employee (as
defined below) of
(a) the Company or
(b) any of its subsidiaries (as defined in Section 424(f) of the Code) the employees of which are designated by
the Administrator as eligible to participate in the Plan,
for a period of twelve consecutive (12) months prior to an Offering Date (as defined in Section 4 below) is
eligible to participate in the offering (as defined in Section 4 below) commencing on such Offering Date. A full-
time employee shall mean 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.
EXHIBIT 10.10 (CONTINUED)
4. Offering Dates and Offering Grants.