Franklin Resources, Inc. 2004 Executive Incentive Compensation Plan


 Exhibit 10.1 
 FRANKLIN RESOURCES, INC. 
 2004 KEY EXECUTIVE INCENTIVE COMPENSATION PLAN 
 (As Amended and Restated October 15, 2007) 
 SECTION 1 
 ESTABLISHMENT AND PURPOSE 
 1.1 Purpose. Franklin Resources, Inc. hereby establishes the Franklin Resources, Inc. 2004 Key Executive Incentive Compensation Plan (the
“Plan”). The Plan is intended to increase stockholder value and the success of the Company by motivating key employees (a) to perform to the best of their abilities and (b) to achieve the Company’s objectives. The
Plan’s goals are to be achieved by providing such key employees with incentive awards based on the achievement of goals relating to performance of the Company and its individual business units. The Plan is intended to qualify as
performance-based compensation under Code Section 162(m). 
 1.2 Effective Date. The Plan became effective as of
December 11, 2004. As long as the Plan remains in effect, it shall be resubmitted to stockholders as necessary to enable the Plan to continue to qualify as performance-based compensation under Code Section 162(m). 
 SECTION 2 
 DEFINITIONS

 The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:

 2.1 “Actual Award” means as to any Performance Period, the actual award (if any) payable to a Participant for the
Performance Period. An Actual Award is determined by the Payout Formula for the Performance Period, as applicable, subject to the Committee’s authority under Section 3.6 to reduce the award otherwise determined by the Payout Formula.

 2.2 “Award Pool” means the total dollars (if any) designated to fund Actual Awards payable for any Performance Period,

 2.3 “Base Salary” means as to any Performance Period, 100% of the Participant’s annualized salary rate on the last
day of each fiscal year or on the last day of the last applicable fiscal year for any Performance Period, as determined by the Committee. Such Base Salary shall be before both (a) deductions for taxes or benefits, and (b) deferrals of
compensation pursuant to Company-sponsored plans. 
 2.4 “Beneficiary” means the person(s) or entity(ies) designated to
receive payment of an Actual Award in the event of a Participant’s death in accordance with Section 4.5 of the Plan. The Beneficiary designation shall be effective when it is submitted in writing to and received by the Company’s human
resources department during the Participant’s lifetime on a Beneficiary Designation form provided by the Committee. The submission of a new Beneficiary Designation form shall cancel all prior Beneficiary designations. 






 2.5 “Board” means the Company’s Board of Directors. 
 2.6 “Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific Section of the Code shall include such Section,
any valid regulation promulgated thereunder, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such Section or regulation. 
 2.7 “Committee” means the committee appointed by the Board to administer the Plan. The Committee shall consist of no fewer than two
members of the Board. The members of the Committee shall be appointed by, and serve at the pleasure of, the Board. Each member of the Committee shall qualify as an “outside director” under Code Section 162(m). Notwithstanding the
foregoing, the failure of a Committee member to qualify as an “outside director” shall not invalidate the payment of any Actual Award under the Plan. 
 2.8 “Company” means Franklin Resources, Inc., a Delaware corporation. 
 2.9
“Determination Date” means as to any Performance Period; (a) the first day of the Performance Period, or (b) if later, the latest date possible which will not jeopardize the Plan’s qualification as performance-based
compensation under Code Section 162(m). 
 2.10 “Disability” means a permanent and total disability determined in
accordance with uniform and nondiscriminatory standards adopted by the Committee from time to time. 
 2.11 “Maximum Award”
means as to any Participant for any Performance Period, fifteen million dollars ($15,000,000) for each twelve (12) months in a Performance Period (proportionately adjusted for periods less than twelve (12) months). The Maximum Award
is the maximum amount which may be paid to a Participant for any Performance Period. 
 2.12 “Participant” means as to any
Performance Period, a key employee who has been selected by the Committee for participation in the Plan for that Performance Period. 
 2.13
“Payout Formula” means as to any Performance Period, the formula or payout matrix established by the Committee pursuant to Section 3.5, below, in order to determine the Actual Awards (if any) to be paid to Participants. The
formula or matrix may differ from Participant to Participant. 
 2.14 “Performance Goals” means the goal(s) (or combined
goal(s)) determined by the Committee (in its discretion) to be applicable to a Participant for a Performance Period. As determined by the Committee, the Performance Goals applicable to each Participant shall provide for a targeted level or levels of
achievement using one or more of the following measures: (a) annual revenue, (b) budget comparisons, (c) controllable profits, (d) Company earnings per share, (e) expense management, (f) improvements in capital
structure, (g) net income, (h) net or gross sales, (i) operating income (pre- or post-tax), (j) profit margins, (k) operating or gross margin, (l) profitability of an identifiable business unit or product,
(m) return on investments, (n) return on sales, (o) return on stockholders’ equity, (p) total return to stockholders, (q) assets under management, (r) investment management performance, (s) mutual and other
investment fund performance, (t) institutional account performance, (u) high net worth and other separate account performance, (v) cash flow, operating cash flow, or cash 

  

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flow or operating cash flow per share (before or after dividends), (w) price of the shares or any other publicly traded securities of the Company,
(x) reduction in costs, (y) return on capital, including return on total capital or return on invested capital, (z) improvement in or attainment of expense levels or working capital levels, and (aa) performance of the Company relative
to a peer group of companies and/or relevant indexes on any of the foregoing measures. The Performance Goals may be applicable to the Company and/or any of its individual business units and may differ from Participant to Participant. In addition,
the Performance Goals shall be calculated in accordance with generally accepted accounting principles, but excluding the effect (whether positive or negative) of any change in accounting standards and any extraordinary, unusual or nonrecurring item,
as determined by the Committee, occurring after the establishment of the Performance Goals applicable to the Actual Award intended to be performance-based compensation. Each such adjustment, if any, shall be made solely for the purpose of providing
a consistent basis from period to period for the calculation of Performance Goals in order to prevent the dilution or enlargement of the Participant’s rights with respect to an Actual Award intended to be performance-based compensation;
provided, however, that certain categories or types of such adjustments can be specifically included (rather than excluded) at the time the Performance Goals are established if so determined by the Committee. 
 2.15 “Performance Period” means any period as determined by the Committee in its sole discretion. 
 2.16 “Retirement” means retirement from service to the Company after reaching age fifty-five (55) with at least ten (10) years
of service to the Company or a subsidiary of the Company, including service to any entity that is acquired by the Company or a subsidiary of the Company. 
 2.17 “Target Award” means the target award payable under the Plan to a Participant for the Performance Period as determined by the Committee in accordance with Section 3.4 and may be
(a) expressed as a percentage of his or her Base Salary, (b) expressed as a percentage of the Award Pool, or (c) a specified amount determined by the Committee in accordance with Section 3.4. 
 SECTION 3 
 SELECTION OF PARTICIPANTS
AND DETERMINATION OF AWARDS 
 3.1 Selection of Participants. On or prior to the Determination Date, the Committee, in its sole
discretion, shall select the key employees who shall be Participants for any Performance Period. In selecting Participants, the Committee shall choose employees who are likely to have a significant impact on the performance of the Company.
Participation in the Plan is in the sole discretion of the Committee, and on a Performance Period by Performance Period basis. Accordingly, an employee who is a Participant for a given Performance Period in no way is guaranteed or assured of being
selected for participation in any subsequent Performance Period or Performance Periods. 
 3.2 Determination of Award Pool. On or
prior to the Determination Date, the Committee may in its sole discretion establish an Award Pool, if any, for any Performance Period. 
  

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 3.3 Determination of Performance Goals. On or prior to the Determination Date, the Committee, in
its sole discretion, shall establish the Performance Goals for each Participant for the Performance Period. Such Performance Goals shall be set forth in writing. 
 3.4 Determination of Target Awards. On or prior to the Determination Date, the Committee, in its sole discretion, shall establish a Target Award for each Participant. Each Participant’s Target Award shall
be determined by the Committee in its sole discretion, and each Target Award shall be set forth in writing. 
 3.5 Determination of Payout
Formula or Formulae. On or prior to the Determination Date, the Committee, in its sole discretion, shall establish a Payout Formula or Formulae for purposes of determining the Actual Award (if any) payable to each Participant. Each Payout
Formula shall (a) be in writing, (b) be based on a comparison of actual performance to the Performance Goals, (c) provide for the payment of a Participant’s Target Award if the Performance Goals for the Performance Period are
achieved, and (d) provide for an Actual Award greater than or less than the Participant’s Target Award, depending upon the extent to which actual performance exceeds or falls below the Performance Goals. Notwithstanding the preceding, no
participant’s Actual Award under the Plan may exceed the Maximum Award. 
 3.6 Determination of Actual Awards. After the end of
each Performance Period, the Committee shall certify in writing the extent to which the Performance Goals applicable to each Participant for the Performance Period were achieved or exceeded. The Actual Award for each Participant shall be determined
by applying the Payout Formula to the level of actual performance which has been certified by the Committee. Notwithstanding any contrary provision of the Plan, the Committee, in its sole discretion, may eliminate or reduce the Actual Award payable
to any Participant below that which otherwise would be payable under the Payout Formula. 
 3.7 Termination Prior to the Date the Actual
Award for the Performance Period is Paid. If a Participant terminates employment with the Company for any reason after the end of the applicable Performance Period but prior to the date the Actual Award for such Performance Period is paid, the
Participant shall be entitled to the payment of the Actual Award for the Performance Period subject to reduction or elimination under Section 3.6 based on the circumstances surrounding such termination of employment. 
 3.8 Termination Prior to End of the Performance Period for Reasons other than Death, Disability or Retirement. If a Participant terminates
employment with the Company prior to the end of the applicable Performance Period for any reason other than death, Disability or Retirement, the Committee shall reduce the Participant’s Actual Award proportionately based on the date of
termination (and subject to further reduction or elimination under Section 3.6 based on the circumstances surrounding such termination of employment). 
 3.9 Termination Prior to the End of the Performance Period Due to Death, Disability or Retirement. If a Participant terminates employment with the Company prior to the end of the applicable Performance Period
due to death, Disability or Retirement, the Participant (or in the case of the Participant’s death, the person who acquired the right to payment of the Actual Award pursuant to Section 4.5) shall be entitled to the payment of the Actual
Award for the Performance Period subject to reduction or elimination under Section 3.6. 
  

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 3.10 Leave of Absence. If a Participant is on a leave of absence at any time during a Performance
Period, the Committee may reduce his or her Actual Award proportionately based on the duration of the leave of absence (and subject to further reduction or elimination under Section 3.6). 
 SECTION 4 
 PAYMENT OF AWARDS 
 4.1 Right to Receive Payment. Each Actual Award that may become payable under the Plan shall be paid solely from the general assets of the
Company. Nothing in this Plan shall be construed to create a trust or to establish or evidence any Participant’s claim of any right other than as an unsecured general creditor with respect to any payment to which he or she may be entitled.

 4.2 Timing of Payment. Payment of each Actual Award shall be made no later than March 15 of the calendar year following the
calendar year which includes the last day of the Performance Period during which the Award was earned. 
 4.3 Form of Payment. Each
Actual Award normally shall be paid in cash (or its equivalent) in a single lump sum. However, the Committee, in its sole discretion, may declare any Actual Award, in whole or in part, payable in the form of a stock bonus granted under the
Company’s 2002 Universal Stock Incentive Plan (the “2002 Plan”) or successor equity compensation plan (subject to the limit on the maximum number of shares that may be issued under the 2002 Plan or successor equity compensation plan
and any additional limitations on the maximum number of shares that may be awarded to any individual in any fiscal or calendar year under the 2002 Plan or successor equity compensation plan, as applicable). The number of shares granted shall be
determined by dividing the cash amount of the Actual Award by the fair market value of a share of Company common stock on the date that the cash payment otherwise would have been made. For this purpose, “fair market value” shall be defined
as provided in the 2002 Plan or successor equity compensation plan. Any shares issued pursuant to a stock bonus granted under the 2002 Plan or successor equity compensation plan may be either fully vested or subject to vesting. 
 4.4 Other Deferral of Actual Awards. The Committee may establish one or more programs under the Plan to permit selected Participants the
opportunity to elect to defer receipt of Actual Awards. The Committee may establish the election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or other earnings, if any, on amounts so deferred, and
such other terms, conditions, rules and procedures that the Committee deems advisable for the administration of any such deferral program. 
 4.5 Payment in the Event of Death. If a Participant dies prior to the payment of an Actual Award earned by him or her for a prior Performance Period, the Actual Award shall be paid to the Participant’s Beneficiary. If a
Participant fails to designate a Beneficiary or if each person designated as a Beneficiary predeceases the Participant or dies prior to payment of an Actual Award, then the Committee shall direct the payment of such Actual Award to the
Participant’s estate. 
  

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 SECTION 5 
 ADMINISTRATION 
 5.1 Committee is the Administrator. The Plan shall be administered by the
Committee. 
 5.2 Committee Authority. The Committee shall have all discretion and authority necessary or appropriate to administer
the Plan and to interpret the provisions of the Plan, consistent with qualification of the Plan as performance-based compensation under Code Section 162(m). Any determination, decision or action of the Committee in connection with the
construction, interpretation, administration or application of the Plan shall be final, conclusive, and binding upon all persons, and shall be given the maximum deference permitted by law. 
 5.3 Tax Withholding. The Company shall withhold all applicable taxes from any payment, including any non-U.S., federal, state, and local taxes.

 5.4 Delegation by the Committee. The Committee, in its sole discretion and on such terms and conditions as it may provide, may
delegate all or part of its authority and powers under the Plan to one or more directors and/or officers of the Company; provided, however, that the Committee may delegate its authority and powers only to the extent consistent with applicable laws
(including the provisions of Section 162(m) of the Code) and the rules and regulations of the principal securities market on which the Company’s securities are listed or qualified for trading. 
 SECTION 6 
 GENERAL PROVISION 

 6.1 Nonassignability and Nontransferability. A Participant shall have no right to assign any interest under this Plan. No award
granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution, or to the limited extent provided in Section 4.5. All rights with respect
to an award granted to a Participant shall be available during his or her lifetime only to the Participant. 
 6.2 No Effect on
Employment. The establishment and subsequent operation of the Plan, including eligibility as a Participant, shall not be construed as conferring any legal or other rights upon any Participant for the continuation of his or her employment for any
Performance Period or any other period. Generally, employment with the Company is on an at will basis only. Except as may be provided in an employment contract with the Participant, the Company expressly reserves the right, which may be exercised at
any time and without regard to when during a Performance Period such exercise occurs, to terminate any individual’s employment without cause, and to treat him or her without regard to the effect which such treatment might have upon him or her
as a Participant. 
  

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 6.3 No Individual Liability. No member of the Committee or the Board, or any officer of the
Company, shall be liable for any determination, decision or action made in good faith with respect to the Plan or any award under the Plan. 
 6.4 Severability; Governing Law. If any provision of the Plan is found to be invalid or unenforceable, such provision shall not affect the other provisions of the Plan, and the Plan shall be construed in all respects as if such
invalid provision has been omitted. The provisions of the Plan shall be governed by and construed in accordance with the laws of the State of California, with the exception of California’s conflict of laws provisions. 
 6.5 Affiliates of the Company. Requirements referring to employment with the Company or payment of awards may, in the Committee’s discretion,
be performed through the Company or any affiliate of the Company. 
 6.6 Indemnification. Each person who is or shall have been a
member of the Committee, or of the Board, shall be indemnified and held harmless by the Company against and from (a) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or
resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any award, and (b) from any and all amounts paid by
him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at
its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons
may be entitled under the Company’s Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless. 
 SECTION 7 
 AMENDMENT AND TERMINATION

 7.1 Amendment and Termination. The Board may amend or terminate the Plan at any time and for any reason; provided, however,
that if and to the extent required to ensure the Plan’s qualification under Code Section 162(m), any such amendment shall be subject to stockholder approval. 
  


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