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EXHIBIT 10.3
2003 LONG-TERM INCENTIVE PLAN OF
THE BANK OF NEW YORK COMPANY, INC.
PERFORMANCE SHARE AGREEMENT - CYCLES __ & __
Total # of Xxxxx Xxxxx
Shares Granted Date Price
Pursuant to the 2003 Long-Term Incentive Plan of The Bank of New York
Company, Inc. (the "Plan"), you have been granted shares of Common Stock (the
"Performance Shares") upon the following terms and conditions and the terms
and conditions of the Plan. The Performance Shares are a portion of your
compensation during the service period, which for each cycle shall be the
Performance Cycle Measurement Period plus the Forfeiture Period. A copy of
the Plan is attached hereto. Capitalized terms defined in the Plan shall
have the same meaning herein.
The period during which performance will be measured to determine the
number of Performance Shares which may be earned is indicated below. The
Performance Shares attributable to each Performance Cycle set forth below are
forfeitable during the Forfeiture Period for such cycle, also indicated
below.
# of
Performance Performance Cycle Shares Forfeiture
Cycle Measurement Period Granted Period
----------- ------------------ ------- ----------
1. Certificate. Upon your acceptance of this Agreement, a certificate
for the Performance Shares will be registered in your name but will be
retained by the Company during the respective Forfeiture Periods.
2. Performance Goals. The performance goals to be achieved within each
of the Performance Cycles are set forth in the attached Exhibit. For each
cycle, between ___% and ___% of the Performance Shares granted under this
Agreement will be earned according to the schedule set forth in the Exhibit.
3. Rights as Shareholders. During the Forfeiture Periods you will
receive dividend equivalents and voting rights with respect to such
Performance Shares. The number of shares subject to dividend equivalents and
voting rights will be the number of granted shares for each Cycle through the
Performance Cycle Measurement Period. Thereafter, until the end of the
Forfeiture Period for each cycle, the number of shares subject to dividend
equivalents and voting rights will be the earned shares for the respective
Performance Cycles. In the event you receive any additional shares of Common
Stock as a result of a stock split, stock dividend or distribution with
respect to the Performance Shares, such additional shares will be made
subject to the same restrictions set forth in this Agreement as if the shares
of Common Stock so dividended or distributed were part of the original grant
of Performance Shares.
4. Non-transferable. You may not sell, transfer, assign, pledge or
otherwise encumber or dispose of the Performance Shares during the Forfeiture
Periods.
5. Determination of Earned Performance Shares. After each Performance
Cycle Measurement Period, a final determination as to the number of
Performance Shares you have earned for each of the Performance Cycles will be
made. In the event of a Change of Control prior to the end of a Performance
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Cycle Measurement Period, all of the Performance Shares granted for that
cycle shall become non-forfeitable; in the event of a Change of Control on or
after the end of a Performance Cycle Measurement Period, all shares earned
pursuant to paragraph 2, herein, shall become non-forfeitable.
6. Payment of Performance Shares. Shortly after the last day of the
Forfeiture Period for each cycle or upon the occurrence of a Change of
Control, the certificate evidencing the Performance Shares you have earned
will be delivered to you. In the case of your death, delivery will be made
to the beneficiary you have designated in writing or, in the absence of such
designation, to your estate.
7. Termination of Employment. In the event of your retirement on or
after your normal retirement date, your earlier termination of employment
with the consent of the Committee, your disability or your death, the
Performance Cycle Measurement Period will continue for its full term and you
or your beneficiary will be deemed to earn a prorated amount of Performance
Shares based on the number of full months of the Performance Cycle
Measurement Period which have elapsed prior to such retirement, termination,
disability or death. Earned Performance Shares for any prior Performance
Cycle Measurement Periods identified herein become non-forfeitable in the
event that prior to the last day of the Forfeiture Period you retire on or
after your normal retirement date, terminate employment prior thereto with
the consent of the Committee, become disabled, or die. In the event of your
termination of employment for any other reason prior to the last day of the
Forfeiture Period, all Performance Shares will be forfeited. In the event of
your death, in the absence of a beneficiary designation, delivery will be
made to your estate.
8. Withholding of Taxes. The Company shall have the right to deduct
from any payment to be made pursuant to the Plan any tax withholding required
by law or to require you to pay such taxes prior to the transfer of
Performance Shares to you. The Company may also permit you to elect to pay
the withholding tax with Performance Shares.
9. Miscellaneous. This Agreement (a) shall be binding upon and inure
to the benefit of any successor of the Company, (b) shall be governed by the
laws of the State of New York, and (c) may not be amended except in writing.
This grant shall in no way affect your participation or benefits under any
other plan or benefit program maintained or provided by the Company. In the
event of a conflict between this Agreement and the Plan, the Plan shall
govern. The Committee may, in its discretion, reduce or eliminate the amount
of payment with respect to an Award of Performance Shares, notwithstanding
the achievement of a specified performance condition.
Please indicate your acceptance hereof by signing and returning the
enclosed copy of this Agreement.
Sincerely,
THE BANK OF NEW YORK COMPANY, INC.
By:_______________________________
Title:
Accepted and Agreed to:
_______________________
Participant
