exhibit101293022






  EXHIBIT 10.12       FRANKLIN RESOURCES, INC.  2002 UNIVERSAL STOCK INCENTIVE PLAN  NOTICE OF RESTRICTED STOCK UNIT AWARD  PLEASE NOTE: Where indicated below, certain of your award terms are set forth in  your [_______________] electronic account (“BenefitsOnline”).  Such award terms are  incorporated herein by this reference.   Name of Participant:     See BenefitsOnline     In accordance with the Franklin Resources, Inc. 2002 Universal Stock Incentive Plan, as  amended (the “Plan”), as an incentive for increased efforts and successful achievements, Franklin  Resources, Inc. (the “Company”) has awarded Participant Restricted Stock Units (“Units”) over  common stock of the Company subject to the terms and conditions of the accompanying Restricted  Stock Unit Award Agreement (the “Award Agreement”), this Notice of Restricted Stock Unit Award  (this “Notice of Award” and together with the Award Agreement, the “Award”) and the Plan, as follows  (capitalized terms used but not defined in this Notice of Award have the same meaning as set forth in  the Plan):  Award Date: See BenefitsOnline  Total Number of Units Awarded: See BenefitsOnline  Vesting Schedule:  See BenefitsOnline    Restrictive Covenants Apply:    Yes    [Vesting schedule terms subject to approval of the Compensation Committee of the  Board of Directors of the Company.]  Additional Definitions:  For purposes of the Award, the following additional definitions apply:  “Consultant” means an individual consultant with the Company or any Subsidiary, as  applicable, who continues to receive compensation directly from the Company or any Subsidiary in  connection with such consulting.   “Continuous Status as an Employee or Consultant” means the absence of any interruption or  termination of the Service relationship by the Company or any Subsidiary. Continuous Status as an  Employee or Consultant shall not be considered interrupted in the case of: (i) sick leave, military leave  or any other leave of absence approved by the Committee, provided that such leave is for a period of  not more than ninety (90) days, unless reemployment or Service upon the expiration of such leave is  guaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adopted  from time to time; or (ii) in the case of transfers between locations of the Company or between the  Company, its Subsidiaries or its successor.  “Management” means one or more of the executive officers or other appropriate senior leader(s)  of the Company.   





 






2    Additional Vesting Schedule Terms:  Subject to Participant’s Continuous Status as an Employee or Consultant and other limitations  set forth in the Award and the Plan, the Units shall vest on the dates (each, a “Vesting Date”) in  accordance with the applicable Vesting Schedule set forth in BenefitsOnline (subject to the  determination of Fair Market Value in accordance with the terms of the Plan as appropriate).      For purposes of the Award, the term “vest” shall mean, with respect to any Units granted  hereunder, that such Units are no longer subject to forfeiture to the Company (other than pursuant to  Section 16 of the Award Agreement).  Except as otherwise set forth in the Award or the Plan, the Units subject to this Award shall  vest only by Participant’s Continuous Status as an Employee or Consultant and such status is at the will  of the Company or the applicable Subsidiary (not through any act of being hired or contracted, being  granted this Award or acquiring Units hereunder).  Nothing in this Award, or in the Plan, which is  incorporated herein by this reference, affects the Company’s, or a Subsidiary’s, right to terminate, or to  change the terms of, Participant’s Service at any time, with or without cause.  Any portion(s) of the Units that do not vest by the applicable Vesting Date shall be forfeited  and deemed reconveyed to the Company as of the applicable Vesting Date, if not sooner forfeited, and  the Company shall thereafter be the legal and beneficial owner of such reconveyed Units and shall have  all rights and interest in or related thereto without further action by Participant.   Where a fraction of a Unit would vest pursuant to the schedule indicated above, the number of  vested Units shall be rounded upwards to the next highest whole number of Units; provided, however,  that the aggregate number of Units that become vested shall not exceed the Total Number of Units  awarded hereunder.    Additional Notice Terms:  From time to time, the Company may be in a “Blackout Period” and/or subject to applicable  securities laws that could subject Participant to liability for engaging in any transaction involving the  sale of the Shares.  Prior to the sale of any Shares acquired under this Award, it is Participant’s  responsibility to determine whether or not such sale of Shares will subject Participant to liability under  insider trading rules or other applicable securities laws.  The Award is subject to the Plan Documents which may be accessed in electronic form through  the Company’s intranet, the website of the third-party stock administration provider used by the  Company, or another form of electronic communication (e.g., email) or similar methods of access (the  “Electronic Access Methods”), as determined by the Company.  In receiving the Award, Participant is hereby notified, and Participant agrees, that the following  constitute certain of the terms, conditions and obligations of receiving, holding and potentially vesting  in, and settlement of the Award:  (i) Participant may receive the Plan prospectus in connection with the Form S-8  registration statement for the Plan, any updates thereto, the Plan, the Award Agreement and this Notice  of Award (collectively, the “Plan Documents”) in electronic form either through the Company’s  intranet, the website of the third-party stock administration provider used by the Company, or another  form of electronic communication (e.g., e-mail), as determined by the Company;  (ii) Participant has access to the Company’s intranet and the internet;  (iii) Participant may be required to acknowledge receipt of electronic or paper copies of the  Plan Documents and the Company’s most recent annual report to stockholders; and  (iv) Participant has familiarized himself or herself with, and has acknowledged the contents  of and accepted the Award subject to, the terms and provisions of the Plan Documents.  





 






3    Participant may receive, without charge, upon written or oral request, paper copies of any or all  of the Plan Documents, documents incorporated by reference in the Form S-8 registration statement for  the Plan, and the Company’s most recent annual report to stockholders by requesting them from Stock  Administration at the Company, One Franklin Parkway, San Mateo, CA 94403-1906.  Telephone +1  (650) 312-2000.  Email [_________________]. Participant may also withdraw Participant’s consent to  receive any or all documents electronically by notifying Stock Administration at the above address in  writing.  Unless Participant shall be required to accept the Award by electronic or other means, as  determined by the Company and as may be indicated in connection with the delivery of the Award, the  terms, conditions, obligations and requirements of this Notice of Award shall apply as a condition of  receiving and holding the Award without the need for any manual or other execution of this Notice of  Award by Participant or the Company, and Participant shall be deemed for all purposes to have accepted  the Award in the absence of any written notice from Participant to the contrary.  Notwithstanding the  foregoing, however, as a condition to holding the Award and/or the vesting or settlement of the Award,  upon the Company’s request at any time, the Company may require Participant to sign this Notice of  Award either manually or electronically. 





 






1    FRANKLIN RESOURCES, INC.  2002 UNIVERSAL STOCK INCENTIVE PLAN  RESTRICTED STOCK UNIT AWARD AGREEMENT  This Restricted Stock Unit Award Agreement, together with any Exhibits or Appendix(es) attached  hereto (hereinafter, collectively, the “Agreement”), is made as of the Award Date set forth in the Notice  of Restricted Stock Unit Award (the “Notice of Award”) between Franklin Resources, Inc.  (the “Company”) and Participant named therein (“Participant”).  WITNESSETH:  WHEREAS, the Board and stockholders of the Company have adopted the Franklin Resources,  Inc. 2002 Universal Stock Incentive Plan, as amended (the “Plan”), authorizing the grant of Restricted  Stock Units (“Units”) to eligible individuals as an incentive in connection with the performance of  services for the Company and its Subsidiaries, as defined in the Plan, which is incorporated herein by  this reference (capitalized terms used but not defined in this Agreement have the same meaning as set  forth in the Plan or the Notice of Award, as applicable); and  WHEREAS, the Company recognizes the efforts of Participant on behalf of the Company and  its Subsidiaries and desires to motivate Participant in Participant’s work and provide an inducement to  remain in the service of the Company and its Subsidiaries; and  WHEREAS, the Company has determined that it would be to the advantage and in the interest  of the Company and its stockholders to award Units provided for in this Agreement and the Notice of  Award to Participant, subject to certain restrictions, as an incentive for increased efforts and successful  achievements;  NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants  herein contained, the parties hereto hereby agree as follows:  1. Restricted Stock Unit Award.  The Company is awarding to Participant Units as set  forth in the Notice of Award, subject to the rights of and limitations on Participant as owner thereof as  set forth in this Agreement.  The Award shall be in consideration of Participant’s execution of this  Agreement and the covenants herein.  2. Transfer Restriction.  Units may not be transferred by Participant in any manner except  that Units may be transferred by will or by the laws of descent and distribution if Participant dies while  an employee or Consultant of the Company or any of its Subsidiaries, and holds vested Units as of the  date of such death.  3. Vesting.  (a) Units shall become vested in accordance with the Vesting Schedule in the Notice of  Award so long as Participant maintains a Continuous Status as an Employee or Consultant, subject to  Section 16 below.  (b) If Participant ceases to maintain a Continuous Status as an Employee or Consultant for  any reason except as otherwise provided in this Section 3, then all Units to the extent not yet vested  under Section 3(a) on the date Participant ceases to maintain a Continuous Status as an Employee or  Consultant shall be forfeited by Participant without payment of any consideration to Participant  therefor. Any Units so forfeited shall be cancelled and any Shares considered issuable pursuant to such  Units, if applicable, shall be returned to the status of authorized but unissued Shares, to be held for  future distributions under the Plan.  (c) Death or Disability.  If Participant dies or in the event of termination of Participant’s  Continuous Status as an Employee or Consultant as a result of disability (as determined by Management  





 






2    in accordance with the applicable policies of the Company) while an employee or Consultant of the  Company or any of its Subsidiaries, Participant’s interest in all Units awarded hereunder shall become  fully vested as of the date of death or termination of Service on account of such disability, in which case  such date shall be deemed the Vesting Date. Unless changed by the Committee, “disability” means that  Participant ceases to be an employee or Consultant on account of disability as a result of which  Participant is determined to be disabled by the determining authority under the long-term or total  permanent disability policy, or government social security or other similar benefit program, of the  country or location in which Participant is an employee or Consultant and, in the absence of such  determining authority, as determined by the Committee in accordance with the policies of the Company.  (d) Reduction in Workforce.  In the event of termination of Participant’s Continuous Status  as an Employee or Consultant as a result of a reduction in workforce while an employee or Consultant  of the Company or any of its Subsidiaries, Participant’s interest in all Units awarded hereunder shall  become fully vested as of the date of such termination of Service, in which case such date shall be  deemed the Vesting Date. Unless changed by the Committee, a “reduction in workforce” means that  Participant ceases to be an employee or Consultant on account of an involuntary termination of Service  with the Company and its Subsidiaries due to the elimination of a previously required position or  previously required services, where such termination is intended to be permanent; or under other  circumstances which the Committee, in accordance with standards uniformly applied with respect to  similarly situated employees or Consultants, designates as a reduction in workforce.  (e) Discretionary Approved Leaver Termination. In the event of termination of  Participant’s Continuous Status as an Employee or Consultant as a result of an Approved Leaver  termination (as determined by Management) while an employee or Consultant of the Company or any  of its Subsidiaries, and subject to Participant’s continued compliance with all applicable conditions and  criteria, Participant’s interest in all such Units awarded hereunder shall continue to vest as if the  Participant had not left the Company; provided that Participant shall not have any right in, to or with  respect to dividends paid on any of the Shares considered issuable pursuant to such Units (including  rights to dividend equivalent payments) until the Award is settled by the issuance of Shares to  Participant. Unless changed by the Committee, an “Approved Leaver” means a Participant who ceases  to be an employee or Consultant on account of a voluntary termination of Service with the Company  and its Subsidiaries and who meets certain conditions and qualifying criteria. The first criteria is that  the Participant is not joining a competitor or otherwise providing services in competition with the  Company or its Subsidiaries. The remaining criteria that may be taken into consideration shall be in the  discretion of the Company. Notwithstanding the foregoing, for a termination of a Participant’s Service  to be considered as a possible Approved Leaver termination hereunder, Participant must give the  Company at least ninety (90) days prior written notice of any such voluntary termination and include a  written request to be considered as an Approved Leaver under this provision.     (f) Termination of Service Due to Retirement. In the event of termination of Participant’s  Continuous Status as an Employee or Consultant as a result of Retirement without Cause while an  employee or Consultant of the Company or any of its Subsidiaries, and so long as Participant does not  engage in Competitive Activity and subject to Participant’s continued compliance with all applicable  conditions and criteria, Participant’s interest in all such Units awarded hereunder shall continue to vest  as if the Participant had not left the Company, provided that Participant shall not have any right in, to  or with respect to dividends paid on any of the Shares considered issuable pursuant to such Units  (including rights to dividend equivalent payments) until the Award is settled by the issuance of Shares  to Participant. If Participant engages in Competitive Activity, then the portion of the Units awarded  hereunder that are unvested at the time Participant engages in such activity shall be immediately  forfeited by Participant without payment of any consideration to Participant therefor. In the event of  Participant’s death during the period in which unvested Units awarded hereunder are continuing to vest  under this clause (f), then, as of the date that the Company is notified in writing or becomes aware of  such death, Participant’s unvested Units hereunder shall become fully vested as of such applicable date.    





 






3    Unless changed by the Committee:  “Competitive Activity” means Participant’s engagement in any activity that competes with any  of the business operations of the Company and/or its Subsidiaries, as determined by the Committee, in  its sole discretion, and shall include, without limitation, representing in any capacity, other than as an  outside director, a company that competes with the Company and its Subsidiaries.   “Cause” means any one or more of the following types of behaviour by Participant which the  Company in its sole discretion finds to be sufficient reason to terminate the Participant’s Service with  the Company or any of its Subsidiaries: (i) any conduct (a) that constitutes Competitive Activity, (b)  that breaches any obligation to the Company or its Subsidiaries or Participant’s duty of loyalty to the  Company or its Subsidiaries, or (c) that is materially injurious to the Company or its Subsidiaries,  monetarily or otherwise; (ii) material violation of, or an act taken or the failure to act which causes the  Company or its Subsidiaries to be in violation of any government statue or regulation, or of the  constitution, by-laws, rules or regulations of any securities or commodities exchange or a self- regulatory organization to which Participant or the Company or any of its Subsidiaries is subject, or of  the policies of the Company or its Subsidiaries; (iii) the entering of an order or decree or the taking of  any similar action with respect to Participant which substantially impairs such Participant from  performing their duties or makes Participant ineligible from being associated with the Company  pursuant to Section 9 of the Investment Company Act of 1940, as amended, or Section 203(f) of the  Investment Advisors Act of 1940, as amended; (iv) malfeasance, disloyalty or dishonesty in any  material respect; (v) any conviction for a felony: (vi) any failure to devote all professional time to  assigned duties and to the business of the Company or its Subsidiaries; (vii) failure to satisfactorily  perform duties, as determined by Management in its sole discretion, or gross misconduct or gross  negligence in the performance of duties; or (viii) failure to remain licensed to perform duties or other  act, conduct or circumstance which renders the Participant ineligible for Service with the Company or  its Subsidiaries, as applicable.  “Retirement” means Participant ceases to be an employee or Consultant of the Company or its  Subsidiaries on account of a voluntary termination of Service on or after Participant reaches age sixty  (60) and provided that Participant has completed at least ten (10) full years of Service with the Company  or its Subsidiaries. Notwithstanding the foregoing, for a termination of a Participant’s Service to be  considered a Retirement hereunder, Participant must give the Company at least ninety (90) days prior  written notice of any such voluntary termination.     4. Vesting of Units and Issuance of Shares; Deferred Dividends. Upon each Vesting Date,  (i) one Share and (ii) solely with respect to Participants who have terminated Service due to an  Approved Leaver termination or termination of Service due to Retirement without Cause, amount(s) in  cash (or Shares) equal to the cash dividends, if any, paid with respect to such Share between the  Participant’s termination date and the Vesting Date of the applicable Unit, shall be issuable for each  such Unit that vests on such date, subject to the terms and provisions of the Plan, the Notice of Award  and this Agreement, and subject to applicable law. Upon satisfaction of any required tax or other  withholding obligations as set forth in Section 6 of this Agreement, the Shares and cash amount (if any)  will be issued to Participant (as evidenced by the appropriate entry in the books of the Company or a  duly authorized transfer agent of the Company) as soon as practicable after the applicable Vesting Date,  but in any event, within the period ending on the later to occur of the date that is two and a half (21⁄2)  months from the end of (i) Participant’s tax year that includes the applicable Vesting Date, or (ii) the  Company’s tax year that includes the applicable Vesting Date (such period, the “Short-Term Deferral  Period”).  Any fractional Unit remaining after all Units under this Award are fully vested shall be  discarded and neither a fractional Share nor any dividends issued with respect to such fractional Share  shall be issued at vesting of the fractional Unit.  Notwithstanding the above, the Company may, in its  discretion, pay to Participant all or a portion of any vested Units in cash in an amount equal to the Fair  Market Value of the relevant number of Shares on the applicable Vesting Date, or on such other date or  





 






4    dates within the Short-Term Deferral Period which the Company may at its absolute discretion  prescribe, less any tax or other withholding obligations set forth in Section 6 of this Agreement.  5. Right to Shares; Periodic Dividends.   (a) Except as otherwise provided herein and/or determined by the Committee, in its  discretion, and as provided in Section 4 and Section 5(b) of this Agreement, Participant shall not have  any right in, to or with respect to any of the Shares (including any voting rights or rights with respect  to dividends paid on the Shares, including rights to dividend equivalent payments) issuable for a Unit  under the Award until the Award is settled by the issuance of such Shares to Participant.   (b) Upon satisfaction of any required tax or other withholding obligations as set forth in  Section 6 of this Agreement and subject to Participant’s Continuous Status as an Employee or  Consultant and subject to applicable law, each Unit shall entitle Participant (excluding any Participant  who has terminated Service due to an Approved Leaver termination or termination of Service due to  Retirement without Cause) to amount(s) in cash (or Shares) equal to the cash dividends, if any, paid  with respect to one Share between the Award Date and the Vesting Date of such Unit, payable at the  time and in the manner any such cash dividends are paid to the Company’s stockholders; provided,  however, that any such amount shall be settled no later than March 15th of the calendar year following  the calendar year in which the corresponding dividend record date occurs.   6. Withholding of Taxes.  (a) General.  Participant is ultimately liable and responsible for all taxes owed by  Participant in connection with the Plan including, without limitation, the award of Units, vesting of  Units, issue and sale of Shares regardless of any action the Company or any of its Subsidiaries takes  with respect to any tax withholding obligations that arise in connection with the Plan.  Neither the  Company nor any of its Subsidiaries makes any representation or undertaking regarding the treatment  of any tax withholding in connection with the grant or vesting of Units awarded or the subsequent sale  of any of the Shares.  The Company and its Subsidiaries do not commit, and are under no obligation to  structure the Award, to reduce or eliminate Participant’s tax liability.  (b) Payment of Withholding Taxes.  Prior to any event in connection with Units awarded  (e.g., vesting) that the Company determines may result in any tax withholding obligation, whether  United States federal, state or local taxes or any applicable foreign taxes and including without  limitation any employment tax obligation (the “Tax Withholding Obligation”), Participant must agree  to the satisfaction of such Tax Withholding Obligation in a manner acceptable to the Company,  including by one of the following methods:  (i) By Share Withholding.  Unless the Company permits Participant to satisfy the Tax  Withholding Obligation by some other means in accordance with clause (iii) below, Participant  authorizes the Company (in the exercise of its sole discretion) to withhold from those Shares issuable  to Participant the whole number of Shares sufficient to satisfy the Tax Withholding Obligation.  Share  withholding will generally be used to satisfy the tax liability of individuals subject to the short swing  profit restrictions of Section 16(b) of the Securities Exchange Act of 1934, as amended.  (ii) By Sale of Shares.  Unless the Company permits Participant to satisfy the Tax  Withholding Obligation by some other means in accordance with clause (iii) below, and provided that  the terms of this clause (ii) do not violate Section 13(k) of the Securities Exchange Act of 1934, as  amended, Participant’s acceptance of the Award constitutes Participant’s instruction and authorization  to the Company and any brokerage firm determined acceptable to the Company for such purpose to sell  on Participant’s behalf a whole number of Shares otherwise issuable to Participant as the Company  determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax  Withholding Obligation.  Such Shares will be sold on the day such Tax Withholding Obligation arises  (e.g., a Vesting Date) or as soon thereafter as practicable.  Participant will be responsible for all brokers’  





 






5    fees and other costs of sale, and Participant agrees to indemnify and hold the Company harmless from  any losses, costs, damages, or expenses relating to any such sale.  To the extent the proceeds of such  sale exceed the Tax Withholding Obligation, the Company agrees to pay such excess in cash to  Participant.  Participant acknowledges that the Company is under no obligation to arrange for such sale  at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Tax  Withholding Obligation.  Accordingly, Participant agrees to pay to the Company or any of its  Subsidiaries as soon as practicable, including through additional payroll withholding, any amount of  the Tax Withholding Obligation that is not satisfied by the sale of Shares described above.  (iii) By Check, Wire Transfer or Other Means.  At any time not less than five (5) business  days (or such fewer number of days as determined by the Committee or its designee) before any Tax  Withholding Obligation arises (e.g., a Vesting Date), Participant may request permission to satisfy the  Tax Withholding Obligation by check, wire transfer or other means, by submitting such request, in  writing, to the Company.  Alternatively, the Company may require that Participant satisfy any Tax  Withholding Obligation in any such manner.  If the Company approves Participant’s request, or so  requires, within five (5) business days of the relevant Vesting Date (or such fewer number of days as  determined by the Committee or its designee) Participant must deliver to the Company the amount that  the Company determines is sufficient to satisfy the Tax Withholding Obligation by (x) wire transfer to  such account as the Company may direct, (y) delivery of a certified check payable to the Company, or  (z) such other means as specified from time to time by the Committee or its designee.  7. Successors.  This Agreement shall (a) inure to the benefit of, and be enforceable by,  the Company’s successors and assigns, and (b) be binding on Participant’s executors, administrators,  heirs and successors, in the event that Participant dies and Section 2 of this Agreement applies.  Nothing  contained in the Plan, the Notice of Award or this Agreement shall be interpreted as imposing any  liability on the Company or the Committee in favor of Participant or any purchaser or other transferee  of Units or Shares with respect to any loss, cost or expense which such Participant, purchaser or other  transferee may incur in connection with, or arising out of any transaction involving, any Units or Shares  subject to the Plan, the Notice of Award or this Agreement.  8. No Compensation Deferrals.  This Agreement, the Notice of Award and the Plan are  intended to be exempt from or to comply with Section 409A (“Section 409A”) of the United States  Internal Revenue Code of 1986, as amended, and shall be administered and construed in accordance  with such intent.  The Company reserves the right, to the extent the Company deems necessary or  advisable in its sole discretion, unilaterally to amend or modify, or to take any other actions, as the  Committee determines are necessary or appropriate with respect to, the Plan, the Notice of Award and/or  this Agreement to ensure that no awards (including, without limitation, the Units) become subject to  the requirements of Section 409A, provided, however, that the Company makes no representation that  the Units are not subject to Section 409A nor makes any undertaking to preclude Section 409A from  applying to the Units.  In furtherance, and not in limitation, of the foregoing: (a) in no event may  Participant designate, directly or indirectly, the calendar year of any payment to be made hereunder;  and (b) notwithstanding any other provision of this Agreement to the contrary, a termination of Service  hereunder shall mean and be interpreted consistent with a “separation from service” within the meaning  of Section 409A with respect to any payment hereunder that constitutes a “deferral of compensation”  under Section 409A that becomes due on account of such separation from service.  9. Integration.  The terms of the Plan, the Notice of Award and this Agreement are  intended by the Company and Participant to be the final expression of their agreement with respect to  Units and may not be contradicted by evidence of any prior or contemporaneous agreement.  The  Company and Participant further intend that the Plan, the Notice of Award and this Agreement shall  constitute the complete and exclusive statement of their terms and that no extrinsic evidence whatsoever  may be introduced in any arbitration, judicial, administrative or other legal proceeding involving the  Plan, the Notice of Award or this Agreement.  Accordingly, the Plan, the Notice of Award and this  





 






6    Agreement contain the entire understanding between the parties and supersede all prior oral, written  and implied agreements, understandings, commitments and practices among the parties.  10. Waivers.  Any failure to enforce any terms or conditions of the Plan, the Notice of  Award or this Agreement by the Company or by Participant shall not be deemed a waiver of that term  or condition, nor shall any waiver or relinquishment of any right or power for all or any other times.  11. Severability of Provisions.  If any provision of the Plan, the Notice of Award or this  Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect  any other provision thereof; and the Plan, the Notice of Award and this Agreement shall be construed  and enforced as if none of them included such provision.  12. Committee Decisions Conclusive.  This Agreement and the Notice of Award are  administered and interpreted by the Committee and the Committee has full and exclusive discretion to  interpret and administer this Agreement and the Notice of Award.  All actions, interpretations and  decisions of the Committee are conclusive and binding on all persons, and will be given the maximum  possible deference allowed by law.  13. Mandatory Direct Discussion, Mediation, and Arbitration.  To the extent permitted by  law, any claim, disagreement, or dispute arising out of or relating to the Plan, the Notice of Award,  and/or this Agreement, including the meaning or interpretation thereof (a “Dispute”), shall be resolved  solely and exclusively by direct discussion and mandatory mediation followed, if necessary, by final  and binding arbitration in accordance with the terms and procedures specified in this Section 13.  These  terms and procedures apply solely to the resolution of a Dispute as defined in this Agreement.  Any  other claim, issue, or complaint raised by Participant who is subject to the Franklin Templeton  Investments Alternative Dispute Resolution Policy and Agreement (the “ADR Agreement”), which  claims, issues or complaints are not covered by this Agreement will be resolved according to the terms  and procedures of the ADR Agreement.  With regard to any Dispute as defined in this Agreement, if  there is a difference between the terms or procedures defined in the ADR Agreement, and the terms and  procedures defined in this Agreement, this Agreement’s terms and procedures shall control.  Participant  and the Company specifically agree to waive the right to pursue any Dispute before a court or jury.  (a) Direct Discussion.  Upon written notice of any Dispute, Participant and the Company  (each referred to as a “party” and together as the “parties”) shall first attempt to resolve the Dispute by  direct discussion.  (b) Mediation.  If a Dispute is not resolved by direct discussion then either party may  request mediation of the Dispute by sending a written notice requesting mediation to the other party.   The parties will mutually agree to the selection of a mediator, whose compensation will be borne by the  Company.  (c) Arbitration.  If a Dispute is not resolved by direct discussion and mandatory mediation,  then either party may request final and binding arbitration of the Dispute by sending a written notice  requesting arbitration to the other party.  The Dispute will be heard by a single arbitrator unless, within  45 days of receiving the initial written demand for arbitration, either party elects by written notice to  the other party for the arbitration to be heard by a panel of three arbitrators.  If a single arbitrator is  used, the parties will mutually agree to the selection of the arbitrator.  If either party elects for the  arbitration to be heard by a panel of three arbitrators, each party will select one arbitrator, and the  arbitrators selected by the parties will, within a reasonable period of time, then appoint a third arbitrator  to serve as chair of the panel.  The arbitration will be conducted in accordance with the Employment Arbitration Rules and  Mediation Procedures of the American Arbitration Association (“AAA”) as amended and effective  November 1, 2009 (the “AAA Rules”) but without necessarily retaining AAA or any other third party  to administer the arbitration.  The parties will determine whether a third-party administration service is  





 






7    necessary and, if jointly deemed necessary, agree to a mutually acceptable arbitration administration  service, whether AAA or otherwise, within 45 days of receipt of the initial written demand for  arbitration.  If the parties do not agree about whether a third party is needed to administer the arbitration,  or if the parties cannot reach agreement as to which administration service to use within 45 days, any  arbitration will be administered by AAA.  The location for the arbitration shall be in the county or  comparable jurisdiction of Participant’s Service.  Judgment on the award rendered may be entered in  any court having jurisdiction.  The Company will pay all of the costs of arbitration that are attributable to the employer  pursuant to the AAA Rules, unless applicable law requires the Company to pay a greater share or all of  the costs.  In addition, if a single arbitrator is used, or if the Company elects for the arbitration to be  heard by a panel of three arbitrators, the compensation and expenses of the arbitrator(s) will be paid by  the Company.  If Participant elects for the arbitration to be heard by a panel of three arbitrators,  Participant will be responsible for paying one-half of the arbitrators’ compensation and expenses.  All statutes of limitation that would otherwise be applicable shall apply to any arbitration  proceeding under this Section.  To the extent permitted by law, Participant waives the right to participate  in a class, representative or collective action, as a class representative, class member, as an opt-in party,  or private attorney general or join or consolidate claims with claims of any other person or entity, with  respect to any Dispute, whether before a court or jury or in arbitration.  Nothing in this Agreement,  however, is intended or understood to limit, contradict, or preclude the rights reserved by law for  Participant to initiate any administrative claim, or to excuse Participant from bringing an administrative  claim before any agency in order to fulfill any obligation by Participant to exhaust administrative  remedies.  The provisions of this Section are intended by Participant and the Company to be exclusive  for all purposes and applicable to any and all Disputes.  Except as otherwise provided in this Agreement, or as otherwise mutually agreed by the parties,  the arbitrator(s) will conduct the arbitration pursuant to the AAA Rules, the U.S. Federal Arbitration  Act, 9 U.S.C. section 1, et seq., and the U.S. Federal Rules of Evidence.  The arbitrator(s) shall have  jurisdiction and authority only to award Participant an amount equal to or less than the amount of the  Award challenged in the Dispute, subject to the same terms and conditions as the Notice of Award in  Dispute, and shall not have jurisdiction or authority to make any other award of any type, including,  without limitation, punitive damages, unforeseeable economic damages, damages for pain, suffering or  emotional distress, or any other kind or form of damages (the “Arbitrator Authority”).  Thus, the  arbitrator(s) shall not have jurisdiction or authority to grant preliminary or final injunctive relief or  specific performance.  The remedy, if any, awarded by the arbitrator(s) within the Arbitrator Authority  shall be the sole and exclusive remedy for any Dispute that is subject to arbitration under this Section.  If Participant is an Associated Person employed by a Member Firm (as each such term is  defined by the rules of the Financial Industry Regulatory Authority (“FINRA”)), nothing in this  Agreement prohibits or restricts Participant or the Member Firm from filing an arbitration claim  involving a Dispute in the FINRA arbitration forum as specified in FINRA rules.  In such a case, the  parties each reserve the right to elect to have the arbitration heard by a panel of three arbitrators  regardless of the dollar amount of the claim.  The parties further agree that the authority of the  arbitrator(s) in any FINRA arbitration of a Dispute is limited to the Arbitrator Authority defined above.   Unless otherwise mutually agreed by the parties, the arbitrator(s) will conduct the arbitration pursuant  to the FINRA Code of Arbitration Procedure for Industry Disputes (the “FINRA Code”) and the Federal  Rules of Evidence.  All fees, costs, and expenses of FINRA arbitration, whether a single arbitrator or a  panel of arbitrators is selected, including any hearing session fees, arbitration fees, surcharges, and filing  fees, will be allocated as specified in the FINRA Code.  14. Delaware Law.  The Plan, the Notice of Award and this Agreement are governed by,  and all Disputes arising under or in connection with the Plan, the Notice of Award and this Agreement  





 






8    shall be resolved in accordance with, the laws of the State of Delaware, without regard to its conflict of  laws rules, to the extent not pre-empted by the federal laws of the United States of America.  15. Country Appendices.  If Participant relocates to a country outside the United States: (i)  any special terms and conditions that may apply to Units granted to Participants in such country under  Appendices to this Agreement will apply to Participant; or (ii) if the Company has not previously  granted Restricted Stock Units to employees or Consultants in such country, any other special terms  and conditions will apply to Participant, in each case to the extent the Company determines that the  application of such terms and conditions is necessary or advisable to comply with local law or facilitate  the administration of the Plan, and provided the imposition of the term or condition will not result in  any adverse accounting expense with respect to the Units (unless the Company specifically determines  to incur such expense).  16. Forfeiture.  (a) Forfeiture Pursuant to Restatement of Financial Results.  Notwithstanding anything in  the Award to the contrary, in the event that (i) the Company issues a restatement of financial results to  correct a material error; (ii) the Committee determines, in good faith, that fraud or willful misconduct  by Participant was a significant contributing factor to the need to issue such restatement; and (iii) some  or all of the Units that were granted and/or Shares and/or other property earned prior to such restatement  by Participant would not have been granted and/or earned, as applicable, based upon the restated  financial results, Participant shall immediately return to the Company all Shares and other property  received with respect to those Units, including any cash dividends paid with respect to the Units or such  Shares, any pre-tax- income derived from ownership and any gross proceeds from disposition of such  Shares and property, that would not have been granted and/or earned based upon the restated financial  results (the “Repayment Obligation”), and all such Units (whether or not vested) shall immediately be  forfeited.  The Company shall be able to enforce the Repayment Obligation by all legal means available,  including, without limitation, by withholding such amount from other sums and property owed by the  Company to Participant.  (b) Forfeiture Pursuant to Fraud or Breach of Securities Law.  Notwithstanding anything  in the Award to the contrary, in the event that Participant:  (i) is convicted by any court for fraud;  (ii) is finally adjudicated by any court or is otherwise finally determined by a Regulatory  Agency to be in violation of any Securities Law where the violation related to a period of time during  which Participant was an employee or Consultant; or  (iii) enters into a settlement agreement with a Regulatory Agency, with or without  admission of any liability, in relation to or in connection with an allegation concerning a violation of  any Securities Law by Participant where the violation or alleged violation related to a period of time  during which Participant was an employee or Consultant, and the terms of the settlement agreement  result in (x) Participant making, or being required to make, payment of any penalty or a payment in lieu  of any penalty or redress in respect of such violation, or alleged violation; (y) the publication of any  statement of reprimand or censure; or (z) Participant suffering any other penalty including (without  limitation) suspension or termination of Participant’s status for the purposes of any Securities Law, all  of Participant’s Units that have not vested shall immediately be forfeited without any payment to  Participant therefor.  Any Units so forfeited shall be cancelled.  Notwithstanding the foregoing, the Committee may determine, in its sole discretion, that only  a portion of Participant’s Units specified by the Committee (or no Units) shall be forfeited.  For the purposes of this Section 16(b), the following words shall have the following meanings:  





 






9    “Regulatory Agency” shall mean in any jurisdiction any department of government,  independent agency, authority appointed by statute or by government in connection with the supervision  and/or enforcement of any Securities Law including, but not limited to, the U.S. Securities and  Exchange Commission;  “Securities Law” shall mean any enactment, law, statute, rule, requirement or regulation in any  jurisdiction relating to Securities that is or was applicable to the Company or that is or was applicable  to Participant; and  “Securities” shall mean any shares, bonds, derivatives or other financial instruments or financial  assets or any interest therein.  (c) Other Repayment/Forfeiture.  Any benefits Participant may receive hereunder shall be  subject to repayment or forfeiture as may be required to comply with (i) any applicable listing standards  of a national securities exchange adopted in accordance with Section 954 of the Dodd-Frank Wall Street  Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and  any implementing rules and regulations of the U.S. Securities and Exchange Commission adopted  thereunder, (ii) similar laws, and implementing rules and regulations, of the European Union (as  implemented by its member states and by the European Securities and Markets Authority) and of any  other jurisdiction and (iii) any policies adopted by the Company to implement such requirements, all to  the extent determined by the Company in its discretion to be applicable to Participant.    END OF AGREEMENT    





 






EXHIBIT A TO FRANKLIN RESOURCES, INC. AWARD AGREEMENT RESTRICTIVE COVENANTS This Exhibit A to the Agreement shall apply if so indicated in the Notice of Award. 1. Confidentiality.   (a) Confidential Information Obligations and Restrictions.  Participant shall keep  confidential and, except as the Company may otherwise consent to in writing, shall not divulge, communicate,  disclose, or use to the detriment of the Company Group or for the benefit of any other person or persons, misuse in  any way, or make any use of, except for the benefit of the Company Group, at any time either between the Award  Date and the applicable Vesting Date or at any time thereafter, any Confidential Information (as defined below).   Participant shall not disclose, deliver, reproduce, or in any way allow any such Confidential Information to be  disclosed, delivered to or used by any third parties without the specific direction or consent of a duly authorized  representative of the Company, except in connection with the discharge of Participant’s duties.  Any Confidential  Information now or hereafter acquired by Participant with respect to the business of the Company Group shall be  deemed a valuable, special and unique asset of the Company Group that is received by Participant in confidence and  as a fiduciary, and Participant shall remain a fiduciary to the Company with respect to all of such information.   Notwithstanding anything to the contrary herein, Participant shall not have any obligation to keep confidential any  information (and the term “Confidential Information” shall not be deemed to include any information) that (i) is  generally available to the public through no fault or wrongful act of Participant in breach of the terms hereof, (ii) is  disseminated by the Company Group publicly without requiring confidentiality, (iii) is required by law or regulation  to be disclosed by Participant, or (iv) is required to be disclosed by Participant to any Government Agency (as  defined below) or person to whom disclosure is required by judicial or administrative process.  (b) Permissible Disclosure of Confidential Information.   (i) Participant Rights Protected.  Nothing in this Agreement shall limit or  interfere with Participant’s right to file a charge or complaint with any Government Agency (as defined below) or  ability, without notice to or authorization from the Company, to communicate with any Government Agency for the  purpose of reporting a reasonable belief that a possible violation of law has occurred or may occur, or to participate,  cooperate, provide information (including documents) or testify in any inquiry, investigation, proceeding or action  that may be conducted by any Government Agency.  Participant will not be held criminally or civilly liable under  any U.S. federal or state trade secret law, including the Defend Trade Secrets Act of 2016 (as amended from time to  time) (or applicable law in jurisdictions other than the U.S. that afford equivalent disclosure protections) for the  disclosure of any Confidential Information or other trade secret that is made in confidence to a Government Agency  (or, in jurisdictions other than the U.S., to equivalent governmental agencies) or to an attorney solely for the purpose  of reporting or investigating a suspected violation of law.  Participant will also not be held criminally or civilly  liable under any U.S. federal or state trade secret law (or applicable law in jurisdictions other than the U.S. that  afford equivalent disclosure protections) for the disclosure of any Confidential Information or other trade secret that  is made in a complaint or other document filed in a legal proceeding, if such filing is made under seal (or, in the  case of jurisdictions other than the U.S., in any manner that has equivalent effect).  If Participant files a claim  against the Company or any member of the Company Group alleging that the Company (or any member of the  Company Group) retaliated against Participant for reporting a suspected violation of law, Participant may disclose  the Confidential Information or other trade secret to Participant’s attorney and use the Confidential Information or  other trade secret information in such legal proceeding provided Participant (i) files any document containing the  Confidential Information or other trade secret under seal and (ii) does not otherwise disclose the Confidential  





 






Information or other trade secret, except pursuant to an order issued by the tribunal with jurisdiction over  Participant’s claim.  (ii) Responding to Legal Process.  Separately, to the extent Participant receives  any subpoena, court order, or other legal process issued in any private litigation or arbitration regarding any matter  or action involving the Company Group, then to the extent permitted by law or regulation, Participant shall, before  providing any Confidential Information, give prompt prior written notice to the Company’s General Counsel in  order to provide the Company with a reasonable opportunity to take appropriate steps to protect its Confidential  Information to the fullest extent possible.  2. Return of Confidential Material.  Upon the completion or other termination of Participant’s services  for the Company Group, Participant shall promptly surrender and deliver to the Company all records, materials,  equipment, drawings, documents, notes and books and data of any nature pertaining to any Confidential Information  of the Company Group or to Participant’s services, and Participant will not take any description containing or  pertaining to any Confidential Information or data of the Company Group which Participant may produce or obtain  during the course of Participant’s services.   3. Non-Solicit; Non-Interference.  Participant agrees that the Company Group has invested substantial  time, effort and expense in compiling its Confidential Information, in assembling its present staff of personnel and  in attracting and/or contracting with its current clients and customers and its prospective clients and customers.  In  consideration of the Company Group granting access to Confidential Information, and in order to protect both the  confidentiality of Confidential Information and the Company Group’s connections with staff, clients and customers  and prospective clients and customers, Participant agrees that, subject to any applicable jurisdiction specific  limitations set forth in Section 4(a) and 4(b) below, during Participant’s Service and during the Restricted Period,  Participant shall not: (a) either on Participant’s own account or in conjunction with or on behalf of any other person,  directly or indirectly, solicit, approach, counsel, entice away or attempt to entice away any individual who during  the Relevant Period is or was a Senior Employee of the Company Group in the Restricted Area to leave the employ  of the Company Group, including by means of the supply of names or expressing views on qualifications or  otherwise; or (b) either on Participant’s own account or in conjunction with or on behalf of any other person,  solicit, approach, contact, or have business dealings with, directly or indirectly, any Restricted Person for the  purpose of diverting the Restricted Person’s account or other business relationship away from the Company Group;  provided, that nothing contained in this Section 3(b) shall be deemed to prohibit Participant from seeking or doing  any business which is not in direct or indirect competition with the business carried on by the Company Group.  4. Certain Limitations. If a court determines that a restriction set forth in Section 3(a) or 3(b) cannot  be enforced as written because it is overbroad in part (such as time, scope of activity, or geography), the parties  agree that a court shall enforce the restrictions to such lesser extent as is allowed by law and/or reform the  overbroad part of the restriction to make it enforceable.  If, despite the foregoing, any provision contained in this  Exhibit A is determined to be void, illegal or unenforceable, in whole or in part, then the other provisions contained  herein shall remain in full force and effect. In addition, the following provisions shall apply to limit, in whole or in  part, the application of Section 3(a) and 3(b) of this Exhibit A during the Restricted Period only: (a) California.  For so long as Participant resides in California and California law controls,  Section 3(a) shall be limited to solicitation by unlawful means, including use of Confidential Information, and  Section 3(b) shall be limited to solicitation to the extent that Participant’s solicitation involves use or disclosure of  Confidential Information. 2 





 






(b) New York.  For so long as Participant resides in New York and New York law controls,  Restricted Person as used in Section 3(b) shall not include a client or customer (person or entity) with whom  Participant had a client relationship prior to Participant’s Service with the Company Group.  5. Consideration.  The Award shall be in consideration for Participant’s execution of this Agreement  and the covenants contained herein, which include the aforementioned restrictions and, in particular, the non- interference and non-solicit obligations set out in Section 3(a) and 3(b) of this Exhibit A. 6. Acceptance.  Participant accepts that the restrictions contained in this Exhibit A are reasonable and  necessary for the protection of the legitimate interests of the Company Group. 7. Award Agreement Restrictive Covenants.  Participant expressly acknowledges that the restrictive  covenants contained in this Exhibit A to the Award Agreement do not replace and/or supersede any other restrictive  covenants agreed between Participant and the Employer. Restrictive covenants contained in Exhibit A are in  addition to any other restrictive covenants agreed and may be enforced separately and independently. 8. Definitions.  For purposes of this Exhibit A, the capitalized terms used above shall have the  following meanings: (a) “Company Group” means the Company and its Subsidiaries, partnerships, joint ventures  and related and affiliated business entities.  (b) “Confidential Information” means information disclosed to Participant or known by  Participant as a consequence of or through the unique position of Participant’s Service with the Company or any of  its Subsidiaries (including information conceived, originated, discovered or developed by Participant) prior to or  after the Award Date, and not generally or publicly known, about the Company or its business, including, without  limitation, data, information or other compilation of information of the Company Group relating to the products,  processes, technical data, research and development, formulas, programs, test data, customer lists, investor lists,  business plans, marketing plans, investment plans and strategies, pricing strategies or other subject matter pertaining  to any business of the Company Group or any of its funds, clients, customers, consultants, licensees or affiliates, or  private or otherwise protected data relating to employee applicants or employees of the Company Group, each as  Participant may produce, obtain or otherwise learn of during the course of Participant’s performance of services,  including information expressly deemed to be confidential by the Company Group.   (c) “Government Agency” includes any U.S. or non-U.S. national, federal, provincial, regional,  state, or local governmental agency, commission or legislative body, or self-regulatory organization, including, by  way of representative example only, any securities and financial regulators or employment and labor regulators.  (d) “Relevant Period” means the 12-month period up to and including the date of Participant’s  termination of Service with the Company Group (or, where Participant is placed on garden leave, the 12-month  period up to and including the date of the commencement of such period of garden leave). (e) “Restricted Area” means those geographic regions or territories within any country or state  in which any member of the Company Group operates where during the last two years of Participant’s Service with  the Company Group, as applicable: (i) Participant is or was engaged to provide services or materially involved in  providing services (including account management, both individually and with colleagues, and client services  undertaken in locations outside Participant’s place of work); and/or (ii) Participant has or had geographic  responsibility. (f) “Restricted Period” means the 12-month period after the date of Participant’s termination of  Service with the Company Group. The Restricted Period shall be reduced by any period spent on garden leave. (g) “Restricted Person” means any person in the Restricted Area who was an investor or  business partner, a client or customer, or prospective client or customer of the Company Group during the Relevant  Period and with whom Participant had material business dealings during the Relevant Period. 3 





 






(h) “Senior Employee” means any employee with whom Participant had material business  dealings during the Relevant Period and who: (i) has direct business contact with clients or customers or prospective  clients or customers as part of such employee’s day to day work; or (ii) operates at a senior professional level or  holds a management/executive role. 9. Survival.  This Exhibit A shall survive the expiration or termination of Participant’s Service and  shall survive the expiration or termination of the Agreement. 4