CONFIDENTIAL EMPLOYMENT AGREEMENT AGREEMENT by and between State Street Corporation, a Massachusetts corporation (the “Company”), and (the “Executive”), dated as of the day of , ___. The Board of Directors of the Company (the “Board”) has determined...
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CONFIDENTIAL
EMPLOYMENT AGREEMENT
AGREEMENT by and between State Street Corporation, a Massachusetts corporation (the
“Company”), and (the “Executive”), dated as of the day
of , ___.
The Board of Directors of the Company (the “Board”) has determined that it is in the best
interests of the Company and its shareholders to assure that the Company will have the continued
dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of
Control (as defined in Section 3) of the Company. The Board believes that it is imperative to
diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and
risks created by a pending or threatened Change of Control and to encourage the Executive’s full
attention and dedication to the Company Group (as defined in Section 2) currently and in the
event of any threatened or pending Change of Control, and to provide the Executive with
compensation and benefits arrangements upon a Change of Control which ensure that the
compensation and benefits expectations of the Executive will be addressed appropriately.
Therefore, in order to accomplish these objectives, the Board caused the Company to enter into
this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Certain Definitions. For purposes of this Agreement, including, without limitation,
Sections 5 and 6, the terms described in Sections 1(a), 1(b) and 1(c) shall have the meanings set
forth therein:
(a) The “Effective Date” shall mean the first date during the Change of
Control Period (as defined in Section 1(b)) on which a Change of Control occurs. Anything in
this Agreement to the contrary notwithstanding, if a Change of Control occurs and if the
Executive’s employment with the Company Group is terminated prior to the date on which the
Change of Control occurs, and if it is reasonably demonstrated by the Executive that such
termination of employment (i) was at the request of a third party who has taken steps reasonably
calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation
of a Change of Control, then for all purposes of this Agreement the “Effective Date” shall mean
the date immediately prior to the date of such termination of employment.
(b) The “Change of Control Period” shall mean the period commencing on the
date hereof and ending on December 31, 2018; provided, however, that commencing on
December 31, 2017, and on each annual anniversary of such date (such date and each annual
anniversary thereof shall be hereinafter referred to as the “Renewal Date”), unless previously
terminated, the Change of Control Period shall be automatically extended so as to terminate two
years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company
shall give notice to the Executive that the Change of Control Period shall not be so extended.
(c) The “Company Group” shall mean the Company and any company
controlled by, controlling or under common control with the Company.
2. Change of Control. For the purpose of this Agreement, a “Change of Control” shall
mean:
(a) The acquisition 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
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under the Exchange Act) of 25% or more of either (i) the then-outstanding shares of common
stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting
power of the then-outstanding voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting Securities”); provided, however, that for
purposes of this subsection (a), the following acquisitions shall not constitute a Change of
Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company,
(C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by
the Company or any corporation controlled by the Company or (D) any acquisition by any
corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of
subsection (c) of this Section 2; or
(b) Individuals who, as of the date hereof, constitute the Board (the
“Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof whose election,
or nomination for election by the Company’s shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(c) Consummation of a reorganization, merger or consolidation or sale or
other disposition of all or substantially all of the assets of the Company (a “Business
Combination”), in each case, unless, following such Business Combination, (i) all or
substantially all of the individuals and entities who were the beneficial owners, respectively, of
the Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or indirectly, more
than 50% of, respectively, the then-outstanding shares of common stock and the combined
voting power of the then-outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company’s assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership, immediately prior to
such Business Combination of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation
resulting from such Business Combination or any employee benefit plan (or related trust) of the
Company or such corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 25% or more of, respectively, the then-outstanding shares of common stock
of the corporation resulting from such Business Combination or the combined voting power of
the then-outstanding voting securities of such corporation except to the extent that such
ownership existed prior to the Business Combination and (iii) at least a majority of the members
of the board of directors of the corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the initial agreement, or of the
action of the Board, providing for such Business Combination; or
(d) Approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company.
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6. Obligations of the Company upon Termination. (a) Good Reason; Other Than for
Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the
Executive’s employment other than for Cause, death or Disability or the Executive shall
terminate employment for Good Reason:
(i) the Company shall pay to the Executive in a lump sum in cash within
[30 days] [for Hong Kong employees: 7 days] after the Date of Termination the aggregate of the
following amounts:
(A) the sum of (1) the Executive’s Annual Base Salary through the Date of
Termination to the extent not theretofore paid, (2) any earned Annual Bonus in
respect of the fiscal year ended immediately prior to the Date of Termination to
the extent not theretofore paid, (3) the product of (x) the Target Bonus Amount
and (y) a fraction, the numerator of which is the number of days in the current
fiscal year through the Date of Termination, and the denominator of which is
365 and (4) any accrued vacation pay, to the extent not theretofore paid (the sum
of the amounts described in clauses (1), (2), (3) and (4) shall be hereinafter
referred to as the “Accrued Obligations”); and
(B) the amount equal to the product of (1) two and (2) the sum of (x) the
Executive’s Annual Base Salary and (y) the Target Bonus Amount; provided
that any amount payable to the Executive pursuant to this clause (B) shall not
exceed $10,000,000 (ten million dollars) (“Base and Bonus Cap”) and all rights
to any amount payable under this subparagraph 7(i)(B) exceeding the Base and
Bonus Cap shall be cancelled and the Executive shall have no further rights or
entitlement to the amounts payable under this subparagraph 7(i)(B) that exceed
the Base and Bonus Cap; and
(C) the amount equal to the product of (1) two and (2) an amount equal to
the sum of any Company Group contributions allocated to the Executive under
(x) the Company Group tax-favored defined contribution retirement plans
applicable to the Executive and (y) the State Street Corporation Management
Supplemental Savings Plan or any successor plan (the “Supplemental Savings
Plan”) for the most recent full fiscal year; and
(D) an amount equal to the product of (1) two and (2) an amount equal to
the sum of any Company Group credits and the value of any share award
allocated to the Executive under the State Street Corporation Executive
Supplemental Retirement Plan or any successor plan (the “ESRP”) for the most
recent full fiscal year; and
(ii) for two years after the Date of Termination, or such longer period as
may be provided by the terms of the appropriate plan, program, practice or policy, the Company
shall continue benefits to the Executive and/or the Executive’s family at least equal to those
which would have been provided to them in accordance with the plans, programs, practices and
policies described in Section 4(b)(iv) if the Executive’s employment had not been terminated or,
if more favorable to the Executive, as in effect generally at any time thereafter with respect to
other peer executives of the Company Group and their families in the country in which the
Executive is employed on the same basis as in effect prior to the Date of Termination; provided,
however, that if the Executive becomes reemployed with another employer and is eligible to
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Group, and the respective businesses of the members of the Company Group and their Clients (as
defined below), which shall have been obtained by the Executive during the Executive’s
employment by the Company Group and which shall not be or become public knowledge (other
than by acts by the Executive or representatives of the Executive in violation of this Agreement).
After termination of the Executive’s employment with the Company Group, the Executive shall
not, without the prior written consent of the Company or as may otherwise be required by law or
legal process, communicate or divulge any such information, knowledge or data to anyone other
than the Company and those designated by it. For the purposes of this Section 10, the term
“Client” means any person or entity that is a customer or client of any member of the Company
Group.
(b) During the term of employment of the Executive and following the
termination thereof, the Executive shall not make any false, disparaging, or derogatory
statements to any media outlet (including, but not limited to, Internet-based chat rooms, message
boards, any and all social media, and/or web pages), industry group or financial institution, or to
any current, former or prospective employee, consultant or Client of the Company or its
subsidiaries regarding the Company, its subsidiaries or any of their respective directors, officers,
employees, agents, or representatives, or about the business affairs and financial condition of the
Company or its subsidiaries.
(c) During the term of employment of the Executive and following the
termination thereof, the Executive shall cooperate with the Company with respect to any matters
arising during or related to the Executive’s employment with the Company Group, including but
not limited to any litigation, governmental investigation, or regulatory or other proceeding which
may have arisen as of or which may arise following the execution of this Agreement. The
Company shall reimburse the Executive for any reasonable out-of-pocket and properly
documented expenses the Executive incurs in connection with such cooperation.
(d) During the term of employment of the Executive and during the
Nonsolicitation Period (as defined below), the Executive shall not, without the prior written
consent of the Company, solicit, directly or indirectly (other than through a general solicitation
of employment not specifically directed to employees of the Company or its subsidiaries), the
employment of any person who within the previous 12 months was an officer of the Company or
any of its subsidiaries. For purposes of this Section 10, the term “Nonsolicitation Period” means
the period beginning on the date of termination of the Executive’s employment with the
Company Group (the “Termination Date”) and ending on the earlier of (i) [18 months after the
Termination Date] [for Hong Kong employees: 6 months after the Termination Date and for a
further 6 month period after that initial period] and (ii) [one year after the Effective Date (if any)]
[for Hong Kong employees: 6 months after the Effective Date (if any) and for a further 6 month
period after that initial period]. If the Executive violates a restriction to which the
Nonsolicitation Period applies under this Section 10(d) or 10(e), then the the Nonsolicitation
Period shall be extended, with respect only to the restriction violated by the Executive, by the
amount of time for which the Executive was out of compliance with such restriction.
(e) During the term of employment of the Executive and during the
Nonsolicitation Period, the Executive shall not, without the prior consent of the Company,
[directly or indirectly,] engage in the Solicitation of Business (as defined below) from any Client
on behalf of any person or entity other than the Company and its subsidiaries. For the purposes
of this Section 10(c), the term “Solicitation of Business” shall mean the attempt through direct
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personal contact on the part of the Executive with a Client with whom the Executive has had
significant personal contact while serving in a Line-Function Capacity (as defined below) during
his period of employment to [solicit or] induce such Client to transfer its business relationship [in
whole or in part] from the Company and its subsidiaries to any other person or entity. The term
“Line-Function Capacity” means service to the Company and its subsidiaries in a primary
capacity other than a staff function, in which the Executive has direct and regular contact with
Clients and responsibility for managing the business relationship of the Company and its
subsidiaries with such Clients. During the Nonsolicitation Period, the Executive may accept
employment with or enter into a business relationship with a person or entity that has or seeks to
establish business relationships with one or more Clients provided that the Executive does not
engage in the Solicitation of Business from such Clients and does not disclose confidential
information concerning such Client and its relationship with the Company and its subsidiaries to
any such person or entity.
(f) In no event shall an asserted violation of the provisions of this Section 10
constitute a basis for deferring or withholding any amounts otherwise payable to the Executive
under this Agreement.
(g) This Section 10 shall be effective from and after the date of this
Agreement notwithstanding that an Effective Date has not occurred, and the restrictions and
covenants set forth in this Section 10 shall be in addition to, and shall not supersede, any
restrictions or covenants to which the Executive may be subject pursuant to other plans,
programs or agreements with the Company, including, without limitation, the nonsolicitation and
noncompetition provisions contained in Section 3.6 of the ESRP (except to the extent
specifically provided otherwise in Section 7 of this Agreement).
(h) The provisions contained in this Section 10 are necessary to the protection
of the Company’s business and good will, and are material and integral to the undertakings of the
Company under this Agreement. The Executive agrees that the Company and its subsidiaries
will be irreparably harmed in the event such provisions are not performed in accordance with
their specific terms or are otherwise breached by the Executive. Accordingly, if the Executive
fails to comply with such provisions, the Company or any of its subsidiaries shall be entitled to
injunctive or other equitable relief or remedy in addition to, and not in lieu of, any other relief or
remedy at law to which it or they may be entitled hereunder in order to protect its or their
legitimate business interests. Therefore, the Executive agrees that the Company or any of its
subsidiaries shall, in the event of any breach or threatened breach by the Executive of the
provisions of this Section 10, in addition to such other remedies as may be available, be entitled
to specific performance and injunctive relief without posting a bond. The Executive hereby
waives the adequacy of a remedy at law as a defense to such relief.
(i) No delay or waiver by the Company in exercising any right under this
Section 10 shall operate as a waiver of that right or of any other right. Any waiver or consent as
to any of the provisions herein provided by the Company must be in writing, is effective only in
that instance, and may not be construed as a broader waiver of rights or as a bar to enforcement
of the provision(s) at issue on any other occasion.
(j) The restrictions and covenants set forth in this Section 10 shall be
construed and interpreted in any judicial or other adjudicatory proceeding to permit their
enforcement to the maximum extent permitted by law, and each such provision is severable and
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or the laws of descent and distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive’s legal representatives.
(b) This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns.
(c) This Agreement may not be assigned by the Company, other than to a
member of the Company Group, without the written consent of the Executive, and the Company
will require any successor (whether direct or indirect, by purchase, merger, consolidation, or
otherwise) to all or substantially all of the business and/or assets of the Company, to assume
expressly and agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succession had taken place. In the event
that the Company obtains the express assumption and agreement to perform this Agreement as
contemplated by the preceding sentence, the Executive agrees that his execution of this
Agreement shall serve as his written consent in such circumstance. As used in this Agreement,
“Company” shall mean the Company as hereinbefore defined and any successor to its business
and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.
14. Miscellaneous. (a) This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts, without reference to
principles of conflict of laws. This Agreement may not be amended or modified otherwise than
by a written agreement executed by the parties hereto or their respective successors and legal
representatives.
(b) All notices and other communications hereunder shall be in writing and
shall be given to the other party by hand delivery, by electronic email, or by private overnight
delivery, in each case with proof of receipt, addressed as follows:
If to the Executive, at the most recent address in the records of the
Company Group.
If to the Company:
Xxxxx Xxxxxx Xxxxxxxxxxx
Xxxxx Xxxxxx Financial Center
Xxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Attention: Chief Legal Officer
or to such other address as either party shall have furnished to the other in writing in accordance
herewith. For purposes of this Agreement, notice and communications shall be effective (i) on
the date of delivery, with respect to hand delivery, or (ii) when posted with respect to email or
private overnight delivery, except with respect to a Notice of Termination, which shall be
effective when actually received by the addressee, with respect to any form of delivery.
(c) The invalidity or unenforceability of any provision of this Agreement shall
not affect the validity or enforceability of any other provision of this Agreement.
(d) The headings of sections herein are included solely for convenience of
reference and shall not control the meaning or interpretation of any of the provisions of this
Agreement, and section, paragraph and subparagraph references in this Agreement, unless
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otherwise specified, refer to the applicable section, paragraph or subparagraph of this
Agreement. In addition, for the purposes of this Agreement, references to statutes and
regulations shall be deemed to include any amended, modified or successor statutes or
regulations.
(e) The Company may withhold from any amounts payable under this
Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant
to any applicable law or regulation and all other authorized deductions.
(f) The Executive’s or the Company’s failure to insist upon strict compliance
with any provision of this Agreement or the failure to assert any right the Executive or the
Company may have hereunder, including, without limitation, the right of the Executive to
terminate employment for Good Reason pursuant to Section 5(c)(i) - (v), shall not be deemed to
be a waiver of such provision or right or any other provision or right of this Agreement.
(g) The Executive and the Company acknowledge that, except as may
otherwise be provided under any other written agreement between the Executive and any
member of the Company Group, the employment of the Executive by the Company Group is “at
will” and, subject to Section 1(a), prior to the Effective Date, the Executive’s employment and/or
this Agreement may be terminated by either the Executive or the Company at any time prior to
the Effective Date, in which case the Executive shall have no further rights under this
Agreement.
(h) This Agreement sets forth all of the promises, agreements, conditions and
understandings between the parties hereto respecting the subject matter hereof and supersedes all
prior negotiations, conversations, discussions, correspondence, memoranda and agreements
between the parties concerning such subject matter. From and after the Effective Date, this
Agreement shall supersede any other agreement between the parties with respect to the subject
matter hereof. [For Xx. Xxxxxxxx: Further, this Agreement is to be read in conjunction with your
individual contract of employment. In the event that there is any inconsistency between any of
the terms of this Agreement and those set out in your contract of employment, the terms of this
Agreement which are inconsistent shall prevail.]
(i) This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original but all of which together will constitute one and the
same instrument. For purposes of this Agreement, facsimile signatures shall be deemed
originals, and the parties agree to exchange original signatures as promptly as possible following
execution of this Agreement.
The Executive acknowledges that he is entering into this Agreement of his own
free will and accord, and with no duress, that he has read this Agreement and that he understands
it and its legal consequences.
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IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and,
pursuant to the authorization from its Board of Directors, the Company has caused these presents
to be executed in its name on its behalf, all as of the day and year first above written.
[Executive]
______________________________
STATE STREET CORPORATION
By
Xxxx Xxxxxxxxxxx
EVP, Chief Operating Officer -
Global Human Resources and
Corporate Citizenship