exhibit1032017stockincen






                           STATE STREET CORPORATION                            2017 STOCK INCENTIVE PLAN   1.    Purpose   The purpose of this 2017 Stock Incentive Plan (the “Plan”) of State Street Corporation, a  Massachusetts corporation (the “Company”), is to advance the interests of the Company’s  shareholders by enhancing the Company’s ability to attract, retain and motivate persons who are  expected to make important contributions to the Company and by providing such persons with  equity ownership opportunities and performance-based incentives that are intended to better  align the interests of such persons with those of the Company’s shareholders.  Except where the  context otherwise requires, the term “Company” shall include any of the Company’s present or  future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal  Revenue Code of 1986, as amended, and any regulations thereunder (the “Code”) and any other  business venture (including, without limitation, joint venture or limited liability company) in  which the Company has a controlling interest, as determined by the Board of Directors of the  Company (the “Board”).   2.    Eligibility         All of the Company’s employees, officers and directors, as well as consultants and  advisors to the Company (as the terms consultants and advisors are defined and interpreted for  purposes of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), or  any successor form) are eligible to be granted Awards (as defined below) under the Plan.  Each  person who is granted an Award under the Plan is deemed a “Participant.”  The Plan provides  for the following types of awards, each of which is referred to as an “Award”:  Options (as  defined in Section 5), SARs (as defined in Section 6), Restricted Stock (as defined in Section 7),  RSUs (as defined in Section 7) and Other Stock-Based Awards (as defined in Section 8).  Except  as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to  any other Award.  The terms of each Award need not be identical, and the Board need not treat  Participants uniformly.     3.    Administration and Delegation         (a)   Administration by Board of Directors.  The Plan will be administered by the  Board.  The Board shall have authority to grant Awards and to adopt, amend and repeal such  administrative rules, guidelines and practices relating to the Plan as it shall deem advisable.  The  Board may construe and interpret the terms of the Plan and any Award agreements entered into  under the Plan.  The Board may correct any defect, supply any omission or reconcile any  inconsistency in the Plan or any Award.  All actions and decisions by the Board with respect to  the Plan and any Awards shall be made in the Board’s discretion and shall be final and binding  on all persons having or claiming any interest in the Plan or in any Award.     





 






                                                                                        (b)   Appointment of Committees.  To the extent permitted by applicable law, the  Board may delegate any or all of its powers under the Plan to one or more committees or  subcommittees of the Board (a “Committee”).  All references in the Plan to the “Board” shall  mean the Board or a Committee of the Board to the extent that the Board’s powers or authority  under the Plan have been delegated to such Committee.  During such time as the common stock,  $1.00 par value per share, of the Company (the “Common Stock”) is registered under the  Securities Exchange Act of 1934 (the “Exchange Act”), the Board shall appoint one such  Committee of not less than two members, each member of which shall be an independent  director under applicable stock exchange rules, an “outside director” within the meaning of  Section 162(m) of the Code or any successor provision thereto, and the regulations thereunder  (“Section 162(m)”) and a “non-employee director” as defined in Rule 16b-3 under the Exchange  Act.         (c)   Delegation of Granting and Other Authority.  The Board or a Committee may  delegate to (1) one or more of its members such of its duties, powers and responsibilities as it  may determine; (2) to one or more officers of the Company the power and authority to grant or to  allocate, consistent with the requirements of Chapter 156D of the Massachusetts General Laws  and subject to such limitations under the Plan or as the Board or the Committee may impose,  Awards among such persons (other than to any “executive officer” of the Company (as defined  by Rule 3b-7 under the Exchange Act) or to any “officer” of the Company (as defined by Rule  16a-1(f) under the Exchange Act)) eligible to receive Awards under the Plan as such delegated  member or members of the Board or the Committee or officer or officers of the Company  determine consistent with such delegation; and (3) to such employees or other persons as it  determines such ministerial tasks as it deems appropriate.  In the event of any delegation  described in the preceding sentence, references in the Plan to the “Board” shall mean the  delegate to the extent that the Board’s powers or authority under the Plan have been delegated to  such person.         (d)   Awards to Non-Employee Directors.  Awards to non-employee directors will be  granted and administered by a Committee, all of the members of which are independent directors  as defined by Section 303A.02 of the New York Stock Exchange Listed Company Manual.    4.    Stock Available for Awards         (a)   Number of Shares; Share Counting.               (1)   Authorized Number of Shares.  Awards may be made under the Plan (any  or all of which Awards may be in the form of Incentive Stock Options (as defined in Section  5(b)) for such number of shares of Common Stock as is equal to the sum of:               (A) 8,300,000 shares of Common Stock; plus                            (B)  such additional number of shares of Common Stock (up to 28,500,000              shares) as is equal to the sum of (x) the number of shares of Common Stock              reserved for issuance under the Company’s 2006 Equity Incentive Plan, as              amended (the “Existing Plan”) that remain available for grant under the Existing              Plan immediately prior to the Company’s 2017 Annual Meeting of Shareholders                                       -2-  ActiveUS 157137627v.9   





 






                                                                                              and (y) the number of shares of Common Stock subject to awards granted under              the Existing Plan which awards expire, terminate or are otherwise surrendered,              canceled, forfeited or repurchased by the Company at their original issuance price              pursuant to a contractual repurchase right (subject, however, in the case of              Incentive Stock Options to any limitations of the Code).     Shares of Common Stock issued under the Plan may consist in whole or in part of authorized but  unissued shares or treasury shares.                (2)   Share Counting.  For purposes of counting the number of shares available  for the grant of Awards under the Plan under this Section 4(a) and under the sublimits contained  in Section 4(b)(2):                      (A)   all shares of Common Stock covered by SARs shall be counted  against the number of shares available for the grant of Awards under the Plan and against the  sublimits contained in Section 4(b)(2);  provided, however, that (i) SARs that may be settled only  in cash shall not be so counted and (ii) if the Company grants an SAR in tandem with an Option  for the same number of shares of Common Stock and provides that only one such Award may be  exercised (a “Tandem SAR”), only the shares covered by the Option, and not the shares covered  by the Tandem SAR, shall be so counted, and the expiration of one in connection with the  other’s exercise will not restore shares to the Plan;                      (B)   if any Award (i) expires or is terminated, surrendered or canceled  without having been fully exercised or is forfeited in whole or in part (including as the result of  shares of Common Stock subject to such Award being repurchased by the Company at the  original issuance price pursuant to a contractual repurchase right), or (ii) results in any Common  Stock not being issued (including as result of an SAR that was settleable either in cash or in  stock actually being settled in cash), the unused Common Stock covered by such Award shall  again be available for the grant of Awards.  Further, shares of Common Stock delivered (either  by actual delivery, attestation or net exercise) to the Company by a Participant to exercise an  Award or to satisfy any tax withholding obligations in accordance with Section 11(d) (including  shares retained from the Award creating the tax obligation) shall be added back to the number of  shares of Common Stock available for the future grant of Awards, provided that no more than  the number of shares used to satisfy the statutory minimum tax withholding obligation shall be  added back to the Plan pursuant to this section 4(a)(2)(B). However, (1) in the case of Incentive  Stock Options, the foregoing shall be subject to any limitations under the Code, (2) in the case of  the exercise of an SAR, the number of shares counted against the shares available under the Plan  and against the sublimits contained in Section 4(b)(2) shall be the full number of shares subject  to the SAR multiplied by the percentage of the SAR actually exercised, regardless of the number  of shares actually used to settle such SAR upon exercise and (3) the shares covered by a Tandem  SAR shall not again become available for grant upon the expiration or termination of such  Tandem SAR; and                      (C)   shares of Common Stock repurchased by the Company on the open  market using the proceeds from the exercise of an Award shall not increase the number of shares  available for future grant of Awards.                                        -3-  ActiveUS 157137627v.9   





 






                                                                                        (b)   Sublimits.  Subject to adjustment under Section 10, the following sublimits on the  number of shares subject to Awards shall apply:               (1)   Section 162(m) Per-Participant Limits.  The maximum number of shares  of Common Stock with respect to which Options may be granted to any person in any calendar  year and the maximum number of shares of Common Stock subject to SARs granted to any  person in any calendar year shall each be 2,000,000, and the maximum number of shares of  Common Stock subject to other Awards granted to any person in any calendar year shall be  2,000,000.  The per-Participant limits described in this Section 4(b)(1) shall be construed and  applied consistently with Section 162(m).                (2)    Limit Applicable to Non-Employee Directors.   In any calendar year, the   sum of cash compensation paid to any non-employee director for service as a director (“Director  Cash Compensation”) and the value of Awards under the Plan made to such non-employee  director (calculated based on the grant date fair value of such Awards for financial reporting  purposes) (“Director Equity Compensation”) shall not exceed $1,500,000.  The Board may  make exceptions to this limit for individual non-employee directors in extraordinary  circumstances, as the Committee may determine in its discretion, provided that the non- employee director receiving such additional compensation may not participate in the decision to  award such compensation.  For purposes of this Section 4(b)(2), Director Cash Compensation  and Director Equity Compensation in any calendar year shall include any amounts or grants that  would have been paid or made, as applicable, to a particular non-employee director absent such  director’s election to defer such compensation pursuant to any arrangement or plan of the  Company permitting deferral of such compensation.         (c)   Substitute Awards.  In connection with a merger or consolidation of an entity with  the Company or the acquisition by the Company of property or stock of an entity, the Board may  grant Awards in substitution for any options or other stock or stock-based awards granted by  such entity or an affiliate thereof.  Substitute Awards may be granted on such terms as the Board  deems appropriate in the circumstances, notwithstanding any limitations on Awards contained in  the Plan.  Substitute Awards shall not count against the overall share limit set forth in Section  4(a)(1) or any sublimits contained in the Plan, except as may be required by reason of Section  422 and related provisions of the Code.   5.    Stock Options          (a)   General.  The Board may grant options to purchase Common Stock (each, an  “Option”) and determine the number of shares of Common Stock to be covered by each Option,  the exercise price of each Option and the conditions and limitations applicable to the exercise of  each Option, including conditions relating to applicable federal or state securities laws, as the  Board considers necessary or advisable.           (b)   Incentive Stock Options.  An Option that the Board intends to be an “incentive  stock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall only be  granted to employees of State Street Corporation, any of State Street Corporation’s present or  future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code, and any  other entities the employees of which are eligible to receive Incentive Stock Options under the                                       -4-  ActiveUS 157137627v.9   





 






                                                                                  Code, and shall be subject to and shall be construed consistently with the requirements of Section  422 of the Code.  An Option that is not intended to be an Incentive Stock Option shall be  designated a “Nonstatutory Stock Option.”  The Company shall have no liability to a Participant,  or any other person, if an Option (or any part thereof) that is intended to be an Incentive Stock  Option is not an Incentive Stock Option or if the Company converts an Incentive Stock Option to  a Nonstatutory Stock Option.         (c)   Exercise Price.  The Board shall establish the exercise price of each Option or the  formula by which such exercise price will be determined.  The exercise price shall be specified  in the applicable Option agreement. The exercise price shall not be less than 100% of the Grant  Date Fair Market Value (as defined below) of the Common Stock on the date the Option is  granted; provided that if the Board approves the grant of an Option with an exercise price to be  determined on a future date, the exercise price shall be not less than 100% of the Grant Date Fair  Market Value on such future date.  “Grant Date Fair Market Value” of a share of Common  Stock for purposes of the Plan will be determined as follows:               (1)   if the Common Stock trades on a national securities exchange, the closing  sale price (for the primary trading session) on the date of grant; or               (2)   if the Common Stock does not trade on any such exchange, the average of  the closing bid and asked prices as reported by an authorized OTCBB market data vendor as  listed on the OTCBB website (otcbb.com) on the date of grant; or               (3)   if the Common Stock is not publicly traded, the Board will determine the  Grant Date Fair Market Value for purposes of the Plan using any measure of value it determines  to be appropriate (including, as it considers appropriate, relying on appraisals) in a manner  consistent with the valuation principles under Code Section 409A, except as the Board may  expressly determine otherwise.   For any date that is not a trading day, the Grant Date Fair Market Value of a share of Common  Stock for such date will be determined by using the closing sale price or average of the bid and  asked prices, as appropriate, for the immediately preceding trading day and with the timing in the  formulas above adjusted accordingly.  The Board can substitute a particular time of day or other  measure of “closing sale price” or “bid and asked prices” if appropriate because of exchange or  market procedures or can, in its sole discretion, use weighted averages either on a daily basis or  such longer period as complies with Code Section 409A.   The Board has sole discretion to determine the Grant Date Fair Market Value for purposes of the  Plan, and all Awards are conditioned on the participants’ agreement that the Board’s  determination is conclusive and binding even though others might make a different  determination.         (d)   Duration of Options.  Subject to the provisions of the Plan, each Option shall be  exercisable at such times and subject to such terms and conditions as the Board may specify in  the applicable Option agreement; provided, however, that no Option will be granted with a term  in excess of 10 years.                                        -5-  ActiveUS 157137627v.9   





 






                                                                                        (e)   Exercise of Options.  Options may be exercised by delivery to the Company of a  notice of exercise in a form (which may be electronic) approved by the Company, together with  payment in full (in the manner specified in Section 5(f)) of the exercise price for the number of  shares for which the Option is exercised.  Shares of Common Stock subject to the Option will be  delivered by the Company as soon as practicable following exercise.         (f)   Payment Upon Exercise.  Common Stock purchased upon the exercise of an  Option granted under the Plan shall be paid for as follows:               (1)   in cash or by check, payable to the order of the Company;               (2)   except as may otherwise be provided in the applicable Option agreement  or approved by the Board, by (i) delivery of an irrevocable and unconditional undertaking by a  creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise  price and any required tax withholding or (ii) delivery by the Participant to the Company of a  copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly  to the Company cash or a check sufficient to pay the exercise price and any required tax  withholding;               (3)   to the extent provided for in the applicable Option agreement or approved  by the Board, by delivery (either by actual delivery or attestation) of shares of Common Stock  owned by the Participant valued at their fair market value (valued in the manner determined by  (or in a manner approved by) the Board), provided (i) such method of payment is then permitted  under applicable law, (ii) such Common Stock, if acquired directly from the Company, was  owned by the Participant for such minimum period of time, if any, as may be established by the  Board and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled  vesting or other similar requirements;               (4)   to the extent provided for in the applicable Nonstatutory Stock Option  agreement or approved by the Board, by delivery of a notice of “net exercise” to the Company,  as a result of which the Participant would receive (i) the number of shares underlying the portion  of the Option being exercised, less (ii) such number of shares as is equal to (A) the aggregate  exercise price for the portion of the Option being exercised divided by (B) the fair market value  of the Common Stock (valued in the manner determined by (or in a manner approved by) the  Board) on the date of exercise;               (5)   to the extent permitted by applicable law and provided for in the  applicable Option agreement or approved by the Board, by payment of such other lawful  consideration as the Board may determine; or               (6)   by any combination of the above permitted forms of payment.         (g)   Limitation on Repricing.  Unless such action is approved by the Company’s  shareholders, the Company may not (except as provided for under Section 10):  (1) amend any  outstanding Option granted under the Plan to provide an exercise price per share that is lower  than the then-current exercise price per share of such outstanding Option, (2) cancel any  outstanding option (whether or not granted under the Plan) and grant in substitution therefor new                                        -6-  ActiveUS 157137627v.9   





 






                                                                                  Awards under the Plan (other than Awards granted pursuant to Section 4(c)) covering the same  or a different number of shares of Common Stock and having an exercise price per share lower  than the then-current exercise price per share of the canceled option, (3) cancel in exchange for a  cash payment any outstanding Option with an exercise price per share above the then-current fair  market value of the Common Stock (valued in the manner determined by (or in a manner  approved by) the Board), or (4) take any other action under the Plan that constitutes a “repricing”  within the meaning of the rules of the New York Stock Exchange.          (h)   No Reload Options.  No Option granted under the Plan shall contain any  provision entitling the Participant to the automatic grant of additional Options in connection with  any exercise of the original Option.   6.    Stock Appreciation Rights         (a)   General.  The Board may grant Awards consisting of stock appreciation rights  (“SARs”) entitling the holder, upon exercise, to receive an amount of Common Stock or cash or  a combination thereof (such form to be determined by the Board) determined by reference to  appreciation, from and after the date of grant, in the fair market value of a share of Common  Stock (valued in the manner determined by (or in a manner approved by) the Board) over the  measurement price established pursuant to Section 6(b).  The date as of which such appreciation  is determined shall be the exercise date.           (b)   Measurement Price.  The Board shall establish the measurement price of each  SAR and specify it in the applicable SAR agreement.  The measurement price shall not be less  than 100% of the Grant Date Fair Market Value of the Common Stock on the date the SAR is  granted; provided that if the Board approves the grant of an SAR effective as of a future date, the  measurement price shall be not less than 100% of the Grant Date Fair Market Value on such  future date.         (c)   Duration of SARs. Subject to the provisions of the Plan, each SAR shall be  exercisable at such times and subject to such terms and conditions as the Board may specify in  the applicable SAR agreement; provided, however, that no SAR will be granted with a term in  excess of 10 years.         (d)   Exercise of SARs.  SARs may be exercised by delivery to the Company of a  notice of exercise in a form (which may be electronic) approved by the Company, together with  any other documents required by the Board.         (e)   Limitation on Repricing.  Unless such action is approved by the Company’s  shareholders, the Company may not (except as provided for under Section 10):  (1) amend any  outstanding SAR granted under the Plan to provide a measurement price per share that is lower  than the then-current measurement price per share of such outstanding SAR, (2) cancel any  outstanding SAR (whether or not granted under the Plan) and grant in substitution therefor new  Awards under the Plan (other than Awards granted pursuant to Section 4(c)) covering the same  or a different number of shares of Common Stock and having a measurement price per share  lower than the then-current measurement price per share of the cancelled SAR, (3) cancel in  exchange for a cash payment any outstanding SAR with a measurement price per share above the                                       -7-  ActiveUS 157137627v.9   





 






                                                                                  then-current fair market value of the Common Stock (valued in the manner determined by (or in  a manner approved by) the Board), or (4) take any other action under the Plan that constitutes a  “repricing” within the meaning of the rules of the NYSE.         (f)   No Reload SARs.  No SAR granted under the Plan shall contain any provision  entitling the Participant to the automatic grant of additional SARs in connection with any  exercise of the original SAR.    7.    Restricted Stock; RSUs         (a)   General.  The Board may grant Awards entitling recipients to acquire shares of  Common Stock (“Restricted Stock”), subject to the right of the Company to repurchase all or  part of such shares at their issue price or other stated or formula price (or to require forfeiture of  such shares if issued at no cost) from the recipient in the event that conditions specified by the  Board in the applicable Award are not satisfied prior to the end of the applicable restriction  period or periods established by the Board for such Award.  The Board may also grant Awards  entitling the recipient to receive shares of Common Stock or cash to be delivered at the time such  Award vests or is settled by the Company (“RSUs”).         (b)   Terms and Conditions for Restricted Stock and RSUs.  Subject to the provisions  of the Plan, the Board shall determine the terms and conditions of Restricted Stock and RSUs,  including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any.           (c)   Stock Certificates; Dividends.  The Company may require that any stock  certificates issued in respect of shares of Restricted Stock, as well as dividends or distributions  paid on such Restricted Stock, shall be deposited in escrow by the Participant, together with a  stock power endorsed in blank, with the Company (or its designee).  At the expiration of the  applicable vesting, forfeiture and / or restriction periods, the Company (or such designee) shall  deliver the certificates no longer subject to such restrictions as well as any dividends or other  distributions to the Participant or if the Participant has died, to his or her Designated Beneficiary.   “Designated Beneficiary” means (i) the beneficiary designated, in a manner determined by the  Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of  the Participant’s death or (ii) in the absence of an effective designation by a Participant, the  Participant’s estate.         (d)   Additional Provisions Relating to RSUs.               (1)   Settlement.  Upon the vesting of and/or lapsing of any other restrictions  (i.e., settlement) with respect to each RSU, the Participant shall be entitled to receive from the  Company the number of shares of Common Stock specified in the Award agreement or (if so  provided in the applicable Award agreement or otherwise determined by the Board) an amount  of cash equal to the fair market value (valued in the manner determined by (or in a manner  approved by) the Board) of such number of shares or a combination thereof.  The Board may  provide that settlement of RSUs shall be deferred, on a mandatory basis or at the election of the  Participant, in a manner that complies with Section 409A of the Code or any successor provision  thereto, and the regulations thereunder (“Section 409A”).                                        -8-  ActiveUS 157137627v.9   





 






                                                                                              (2)   Voting Rights.  A Participant shall have no voting rights with respect to  any RSUs.   8.    Other Stock-Based Awards         (a)   General.  The Board may grant other Awards of shares of Common Stock, and  other Awards that are valued in whole or in part by reference to, or are otherwise based on,  shares of Common Stock or other property (“Other Stock-Based Awards”).  Such Other Stock- Based Awards shall also be available as a form of payment in the settlement of other Awards  granted under the Plan or as payment in lieu of compensation to which a Participant is otherwise  entitled.  Other Stock-Based Awards may be paid in shares of Common Stock or cash, as the  Board shall determine.          (b)   Terms and Conditions.  Subject to the provisions of the Plan, the Board shall  determine the terms and conditions of each Other Stock-Based Award, including any purchase  price applicable thereto.     9.    Performance Awards.         (a)   Grants.  Restricted Stock, RSUs and Other Stock-Based Awards under the Plan  may be made subject to the achievement of performance goals pursuant to this Section 9  (“Performance Awards”).           (b)   Committee.  Grants of Performance Awards to any Covered Employee (as defined  below) intended to qualify as “performance-based compensation” under Section 162(m)  (“Performance-Based Compensation”) shall be made only by a Committee (or a subcommittee  of a Committee) comprised solely of two or more directors eligible to serve on a committee  making Awards qualifying as “performance-based compensation” under Section 162(m).  In the  case of such Awards granted to Covered Employees, references to the Board or to a Committee  shall be treated as referring to such Committee (or subcommittee).  “Covered Employee” shall  mean any person who is, or whom the Committee, in its discretion, determines may be, a  “covered employee” under Section 162(m)(3) of the Code.         (c)   Performance Measures.  For any Award that is intended to qualify as  Performance-Based Compensation, the Committee shall specify that the degree of granting,  vesting and/or payout shall be subject to the achievement of one or more objective performance  measures established by the Committee, which shall be based on the relative or absolute  attainment of specified levels of one or any combination of the following, which may be  determined pursuant to generally accepted accounting principles (“GAAP”) or on a non-GAAP  basis, as determined by the Committee (the “Performance Measures”):         i) earnings or earnings per share     xii) risk control        ii) return on equity                  xiii) expense        iii) return on assets                 xiv) operating leverage        iv) return on capital                 xv) operating fee leverage        v) cost of capital                    xvi) capital ratios        vi) total stockholder return            xvii) liquidity ratios                                        -9-  ActiveUS 157137627v.9   





 






                                                                                        vii) revenue                          xviii) income        viii) market share                    xix) comprehensive capital analysis and        ix) quality/service                   review (CCAR)        x) organizational development         xx) other regulatory-related metric        xi) strategic initiatives (including acquisitions        or dispositions)   Such goals may reflect absolute entity or business unit performance or a relative comparison to  the performance of a peer group of entities or other external measure of the selected performance  criteria and may be absolute in their terms or measured against or in relationship to other  companies comparably, similarly or otherwise situated.  The Performance Measures:  (x) may  vary by Participant and may be different for different Awards; (y) may be particular to a  Participant or the department, branch, line of business, subsidiary or other unit in which the  Participant works and may cover such period as may be specified by the Committee; and (z)  shall be set by the Committee within the time period prescribed by, and shall otherwise comply  with the requirements of, Section 162(m).  Awards that are not intended to qualify as  Performance-Based Compensation may be based on these or such other performance measures as  the Board may determine.         (d)   Adjustments to Performance Measures.  The Committee may provide, no later  than the deadline for establishing the Performance Measures for a year, that one or more of the  Performance Measures applicable to an Award or Awards for such year will be adjusted in an  objectively determinable manner to reflect events (for example, but without limitation,  acquisitions, dispositions, joint ventures or restructurings, expenses associated with acquisitions,  dispositions, joint ventures or restructurings, amortization of purchased intangibles associated  with acquisitions, impact (dilution and expenses) of securities issuances (debt or equity) to  finance, or in contemplation of, acquisitions or ventures, merger and integration expenses,  changes in accounting principles or interpretations, changes in tax law or financial regulatory  law, impairment charges, fluctuations in foreign currency exchange rates, charges for  restructuring or rationalization programs (e.g., cost of workforce reductions, facilities or lease  abandonments, asset impairments), one-time insurance claims payments, extraordinary and/or  non-recurring items, litigation, regulatory matter or tax rate changes) occurring during the year  that affect the applicable Performance Measure.         (e)   Adjustments to Performance-Based Compensation.  Notwithstanding any  provision of the Plan, with respect to any Performance Award that is intended to qualify as  Performance-Based Compensation, the Committee may adjust downwards, but not upwards, the  number of shares payable pursuant to such Award, and the Committee may not waive the  achievement of the applicable performance measures except in the case of the death or disability  of the Participant or a change in control of the Company.         (f)   Other.  The Committee shall have the power to impose such other restrictions on  Performance Awards as it may deem necessary or appropriate to ensure that such Awards satisfy  all requirements for Performance-Based Compensation.  With respect to any Performance Award  that is intended to qualify as Performance-Based Compensation, the Plan and such Award will be  construed to the maximum extent permitted by law in a manner consistent with qualifying such  Award for such exception.  With respect to such Performance Awards, the Committee will                                       -10-  ActiveUS 157137627v.9   





 






                                                                                  preestablish, in writing, one or more specific performance measures no later than 90 days after  the commencement of the period of service to which the performance relates (or at such earlier  time as is required to qualify the Performance Award as Performance-Based Compensation).   Prior to grant, vesting or payment of such Performance Award, as the case may be, the  Committee will certify whether the applicable performance measures have been attained and  such determination will be final and conclusive. No Performance Award that is intended to  qualify as Performance-Based Compensation may be granted after the first meeting of the  shareholders of the Company held in 2022 until the performance measures set forth in Section  9(c) (as originally approved or as subsequently amended) have been resubmitted to and  reapproved by the shareholders of the Company in accordance with the requirements of Section  162(m), unless such grant is made contingent upon such approval.    10.   Adjustments for Changes in Common Stock and Certain Other Events         (a)   Changes in Capitalization.  In the event of any stock split, reverse stock split,  stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or  other similar change in capitalization or event, or any dividend or distribution to holders of  Common Stock other than an ordinary cash dividend, (i) the number and class of securities  available under the Plan, (ii) the share counting rules and sublimits set forth in Sections 4(a) and  4(b), (iii) the number and class of securities and exercise price per share of each outstanding  Option, (iv) the share and per-share provisions and the measurement price of each outstanding  SAR, (v) the number of shares subject to and the repurchase price per share subject to each  outstanding award of Restricted Stock and (vi) the share and per-share-related provisions and the  purchase price, if any, of each outstanding RSU and each Other Stock-Based Award, shall be  equitably adjusted by the Company (or substituted Awards may be made, if applicable) in the  manner determined by the Board.  Without limiting the generality of the foregoing, in the event  the Company effects a split of the Common Stock by means of a stock dividend and the exercise  price of and the number of shares subject to an outstanding Option are adjusted as of the date of  the distribution of the dividend (rather than as of the record date for such dividend), then an  optionee who exercises an Option between the record date and the distribution date for such  stock dividend shall be entitled to receive, on the distribution date, the stock dividend with  respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the  fact that such shares were not outstanding as of the close of business on the record date for such  stock dividend.           (b)   Covered Transactions and Change in Control.               (1)   Definitions.                          (i) A “Covered Transaction” shall mean:                                 (A)   a consolidation, merger, or similar transaction or                                      series of related transactions, including a sale or                                      other disposition of stock, in which the Company is                                      not the surviving corporation or which results in the                                      acquisition of all or substantially all of the                                      Company’s then outstanding Common Stock by a                                       -11-  ActiveUS 157137627v.9   





 






                                                                                                                      single person or entity or by a group of persons                                      and/or entities acting in concert;                                  (B)   a sale or transfer of all or substantially all the                                      Company’s assets; or                                 (C)   a dissolution or liquidation of the Company.                                 Where a Covered Transaction involves a tender offer that                                is reasonably expected to be followed by a merger                                described in clause (A) (as determined by the Board), the                                Covered Transaction shall be deemed to have occurred                                upon consummation of the tender offer.                        (ii) A “Change in 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 Exchange Act) (a “Person”) of beneficial                                      ownership (within the meaning of Rule 13d-3                                      promulgated under the Exchange Act) of 25% or                                      more of either (I) the then-outstanding shares of                                      Common Stock (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”); excluding, however, the following                                      acquisitions of Outstanding Company Common                                      Stock and Outstanding Company Voting Securities:                                      (W) any acquisition directly from the Company, (X)                                      any acquisition by the Company, (Y) any                                      acquisition by any employee benefit plan (or related                                      trust) sponsored or maintained by the Company or                                      any corporation controlled by the Company, or (Z)                                      any acquisition by any Person pursuant to a                                      transaction which complies with clauses (I), (II) and                                      (III)  of subsection (C) of this definition;                                  (B)   individuals who, as of the effective date of the Plan,                                      constitute the Board (the “Incumbent Board”)                                      cease for any reason to constitute at least a majority                                      of the Board; provided, however, that any                                      individual who becomes a member of the Board                                      subsequent to such effective date, whose election,                                      or nomination for election by the Company’s                                      shareholders, was approved by a vote of at least                                       -12-  ActiveUS 157137627v.9   





 






                                                                                                                      a majority of directors then comprising the                                      Incumbent Board shall be considered as though                                      such individual were a member of the Incumbent                                      Board; but, provided further, that any such                                      individual whose initial assumption of office occurs                                      as a result of either an actual or threatened election                                      contest (as such terms are used in Rule 14a-11 of                                      Regulation 14A promulgated under the Exchange                                      Act) or other actual or threatened solicitation of                                      proxies or consents by or on behalf of a Person                                      other than the Board shall not be so considered as a                                      member of the Incumbent Board; or                                 (C)   consummation by the Company of a reorganization,                                      merger or consolidation or sale or other disposition                                      of all or substantially all of the assets of the                                      Company (“Business Combination”); excluding,                                      however, such a Business Combination pursuant to                                      which (I) all or substantially all of the individuals                                      and entities who are the beneficial owners,                                      respectively, of the Outstanding Company Common                                      Stock and Outstanding Company Voting Securities                                      immediately prior to such Business Combination                                      own, directly or indirectly, more than 50% of,                                      respectively, the 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 (other                                      than any employee benefit plan (or related trust)                                      sponsored or maintained by the Company or any                                      corporation controlled by the Company or such                                      corporation resulting from such Business                                      Combination) will beneficially own, directly or                                      indirectly, 25% or more of, respectively, the                                      outstanding shares of common stock of the                                        -13-  ActiveUS 157137627v.9   





 






                                                                                                                      corporation resulting from such Business                                      Combination or the combined voting power of the                                      outstanding voting securities of such corporation                                      entitled to vote generally in the election of directors                                      except to the extent that such ownership existed                                      with respect to the Company 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)   the approval by the shareholders of the Company of                                      a complete liquidation or dissolution of the                                      Company;                                 provided, that, to the extent necessary to ensure compliance                                with the requirements of Section 409A, where applicable,                                an event described above shall be treated as a Change in                                Control only if it also constitutes or results in a change in                                ownership or control of the Company, or a change in                                ownership of assets of the Company, described in Section                                409A.                         (iii) “Cause” shall mean:                                 (A)   If the Participant is party to an employment or                                      similar agreement with the Company that contains a                                      definition of “Cause,” that definition shall apply for                                      purposes of the Plan.                                  (B)   Otherwise, “Cause” shall mean any (I) willful                                      failure by the Participant, which failure is not cured                                      within 30 days of written notice to the Participant                                      from the Company, to perform his or her material                                      responsibilities to the Company or (II) willful                                      misconduct by the Participant which is materially                                      injurious to the Company.                                 For purposes of this definition of “Cause,” reference to the                                “Company” shall include the acquiror or survivor (or an                                affiliate of the acquiror or survivor) in the applicable                                Change in Control.                        (iv) “Good Reason” shall mean:                                       -14-  ActiveUS 157137627v.9   





 






                                                                                                                (A)   If the Participant is party to an employment or                                      similar agreement with the Company that contains a                                      definition of “Good Reason,” that definition shall                                      apply for purposes of the Plan.                                  (B)   Otherwise, “Good Reason” shall mean any                                      significant diminution in the Participant’s duties,                                      authority, or responsibilities from and after such                                      Change in Control, as the case may be, or any                                      material reduction in the base compensation payable                                      to the Participant from and after such Change in                                      Control, as the case may be, or the relocation of the                                      place of business at which the Participant is                                      principally located to a location that is greater than                                      50 miles from its location immediately prior to such                                      Change in Control. Notwithstanding the occurrence                                      of any such event or circumstance, such occurrence                                      shall not be deemed to constitute Good Reason                                      unless (I) the Participant gives the Company the                                      notice of termination no more than 90 days after the                                      initial existence of such event or circumstance, (II)                                      such event or circumstance has not been fully                                      corrected and the Participant has not been                                      reasonably compensated for any losses or damages                                      resulting therefrom within 30 days of the                                      Company’s receipt of such notice and (III) the                                      Participant’s termination of Employment occurs                                      within six months following the Company’s receipt                                      of such notice.                                  For purposes of this definition of “Good Reason,” reference                                to the “Company” shall include the acquiror or survivor (or                                an affiliate of the acquiror or survivor) in the applicable                                Change in Control.                        (v) “Employment” shall mean a Participant’s employment or other                          service relationship with the Company and its subsidiaries.                          Employment will be deemed to continue, unless the Board                          expressly provides otherwise, so long as the Participant is                          employed by, or otherwise is providing services in a capacity                          described in Section 1 to the Company or its subsidiaries.  If a                          Participant’s employment or other service relationship is with a                          subsidiary of the Company and that entity ceases to be a                          subsidiary, the Participant’s Employment will be deemed to have                          terminated when the entity ceases to be subsidiary of the Company                          unless the Participant transfers Employment to the Company or its                          remaining subsidiaries.                                        -15-  ActiveUS 157137627v.9   





 






                                                                                              (2)   Effect on Awards.                          (i) Covered Transactions.  Except as otherwise provided in an Award,                          the following provisions shall apply in the event of a Covered                          Transaction:                                 (A)   Assumption or Substitution.  If the Covered                                      Transaction is one in which there is an acquiring or                                      surviving entity, the Board may provide for the                                      assumption of some or all outstanding Awards or                                      for the grant of new awards in substitution therefor                                      by the acquiror or survivor or an affiliate of the                                      acquiror or survivor.                                 (B)   Cash-Out of Awards.  If the Covered Transaction is                                      one in which holders of C o m m o n Stock will                                      receive upon consummation a payment (whether                                      cash, non-cash or a combination of the foregoing),                                      the Board may provide for payment (a “cash-out”),                                      with respect to some or all Awards, equal in the case                                      of each affected Award to the excess, if any, of (A)                                      the fair market value of one share of Common                                      Stock (as determined by the Board in its reasonable                                      discretion) times the number of shares of Common                                      Stock subject to the Award, over (B) the aggregate                                      exercise or purchase price, if any, under the Award                                      (in the case of an SAR, the aggregate base price                                      above which appreciation is measured), in each case                                      on such payment terms (which need not be the                                      same as the terms of payment to holders of                                      Common Stock) and other terms, and subject to                                      such conditions, as the Board determines.                                 (C)   Acceleration of Certain Awards.  If the Covered                                      Transaction (whether or not there is an acquiring                                      or surviving entity) is one in which there is no                                      assumption, substitution or cash-out, each Award                                      requiring exercise will become fully exercisable,                                      each Award of Restricted Stock will become fully                                      vested and the delivery of shares of Common                                      Stock deliverable under each outstanding award of                                      RSUs, Performance Awards (to the extent                                      consisting of RSUs) and Other Stock-Based                                      Awards will be accelerated and such shares will                                      be delivered, prior to the Covered Transaction, in                                      each case on a basis that gives the holder of the                                      Award a reasonable opportunity, as determined by                                       -16-  ActiveUS 157137627v.9   





 






                                                                                                                      the Board, following exercise of the Award or the                                      delivery of the shares, as the case may be, to                                      participate as a shareholder in the Covered                                      Transaction.                                 (D)   Termination of Awards Upon Consummation of                                      Covered Transaction.  Each Award (unless assumed                                      or substituted pursuant to Section 10(b)(2)(i)(A)                                      above), other than outstanding shares of Restricted                                      Stock (which shall be treated in the same manner as                                      other shares of Common Stock, subject to Section                                      10(b)(2)(i)(E) below), will terminate upon                                      consummation of the Covered Transaction.                                 (E)   Additional Limitations.  Any share of Common                                      Stock delivered pursuant to Section 10(b)(2)(i)(A)                                      or Section 10(b)(2)(i)(C) above with respect to an                                      Award may, in the discretion of the Board, contain                                      such restrictions, if any, as the Board deems                                      appropriate to reflect any performance or other                                      vesting conditions to which the Award was subject.                                      In the case of Restricted Stock, the Board may                                      require that any amounts delivered, exchanged or                                      otherwise paid in respect of such Common Stock in                                      connection with the Covered Transaction be placed                                      in escrow or otherwise made subject to such                                      restrictions as the Board deems appropriate to carry                                      out the intent of the Plan.                        (ii) Change in Control.  Notwithstanding any other provision of the                          Plan to the contrary, in the event of a Change in Control:                                 (A)   Acceleration of Options and SARs; Effect on Other                                      Awards. If, on or prior to the first anniversary of the                                      consummation of the Change in Control, the                                      Participant’s Employment with the Company is                                      terminated for Good Reason by the Participant or is                                      terminated without Cause by the Company, all                                      Options and SARs outstanding as of the date such                                      Change in Control is consummated and which are                                      not then exercisable shall become exercisable to the                                      full extent of the original grant, all shares of                                      Restricted Stock which are not otherwise vested                                      shall vest, and Performance Awards granted                                      hereunder shall vest to the extent set forth in the                                      applicable Award agreement.                                          -17-  ActiveUS 157137627v.9   





 






                                                                                                                (B)   Restriction on Application of Plan Provisions                                      Applicable in the Event of Termination of                                      Employment.  After a Change of Control, Options                                      and SARs granted under Section 10(b)(2)(i)(A) as                                      substitution for existing Awards shall remain                                      exercisable following a termination of Employment                                      (other than termination by reason of death,                                      disability (as determined by the Company) or                                      retirement (as defined in the Award)) for the  lesser                                      of (I) a period of seven (7) months, or (II) the period                                      ending on the latest date on which such Option or                                      SAR could otherwise have been exercised.                                 (C)   Restriction on Amendment.  In connection with or                                      following a Change in Control, the Board may not                                      impose additional conditions upon exercise or                                      otherwise amend or restrict any Award, or amend                                      the terms of the Plan in any manner adverse to the                                      holder thereof, without the written consent of such                                      holder.    11.   General Provisions Applicable to Awards         (a)   Transferability of Awards.  Awards shall not be sold, assigned, transferred,  pledged or otherwise encumbered by a Participant, either voluntarily or by operation of law,  except by will or the laws of descent and distribution or, other than in the case of an Incentive  Stock Option, pursuant to a qualified domestic relations order, and, during the life of the  Participant, shall be exercisable only by the Participant; provided, however, that, except with  respect to Awards subject to Section 409A, the Board may permit or provide in an Award for the  gratuitous transfer of the Award by the Participant to or for the benefit of any immediate family  member, family trust or other entity established for the benefit of the Participant and/or an  immediate family member thereof if the Company would be eligible to use a Form S-8 under the  Securities Act for the registration of the sale of the Common Stock subject to such Award to  such proposed transferee; provided further, that the Company shall not be required to recognize  any such permitted transfer until such time as such permitted transferee shall, as a condition to  such transfer, deliver to the Company a written instrument in form and substance satisfactory to  the Company confirming that such transferee shall be bound by all of the terms and conditions of  the Award.  References to a Participant, to the extent relevant in the context, shall include  references to authorized transferees.  For the avoidance of doubt, nothing contained in this  Section 11(a) shall be deemed to restrict a transfer to the Company.         (b)   Documentation.  Each Award shall be evidenced in such form (written, electronic  or otherwise) as the Board shall determine.  Each Award may contain terms and conditions in  addition to those set forth in the Plan.         (c)   Termination of Status.  Unless the Board expressly provides otherwise,  immediately upon the cessation of a Participant’s Employment (as defined in Section                                       -18-  ActiveUS 157137627v.9   





 






                                                                                  10(b)(1)(v)), (i) each Award requiring exercise that is then held by the Participant or by the  Participant’s permitted transferees, if any, will cease to be exercisable and will terminate, and (ii)  all other Awards that are then held by the Participant or by the Participant’s permitted  transferees, if any, to the extent not already vested will be forfeited, except that:               (1)   subject to (2) and (3) below, all Options and SARs held by the Participant  or the Participant’s permitted transferees, if any, immediately prior to the cessation of the  Participant’s Employment with the Company, to the extent then exercisable, will remain  exercisable for the lesser of (i) a period of three months and (ii) the period ending on the latest  date on which such Option or SAR could have been exercised without regard to this Section  11(c), and will thereupon terminate;               (2)   all Options and SARs held by a Participant or the Participant’s permitted  transferees, if any, immediately prior to the Participant’s death, to the extent then exercisable,  will remain exercisable for the lesser of (i) the one year period ending with the first anniversary  of the Participant’s death and (ii) the period ending on the latest date on which such Option or  SAR could have been exercised without regard to this Section 11(c), and will thereupon  terminate; and               (3)   all Options and SARs held by a Participant or the Participant’s permitted  transferees, if any, immediately prior to the cessation of the Participant’s Employment with the  Company will immediately terminate upon such cessation if the Board in its sole discretion  determines that such cessation of Employment has resulted for reasons which cast such discredit  on the Participant as to justify immediate termination of the Award.          (d)   Withholding.  The Participant must satisfy all applicable federal, state, and local  or other income and employment tax withholding obligations before the Company will deliver  stock certificates or otherwise recognize ownership of Common Stock under an Award.  The  Company may elect to satisfy the withholding obligations through additional withholding on  salary or wages.  If the Company elects not to or cannot withhold from other compensation, the  Participant must pay the Company the full amount, if any, required for withholding or have a  broker tender to the Company cash equal to the withholding obligations.  Payment of  withholding obligations is due before the Company will issue any shares on exercise, vesting or  release from forfeiture of an Award or at the same time as payment of the exercise or purchase  price, unless the Company determines otherwise.  If provided for in an Award or approved by the  Board, a Participant may satisfy the tax obligations in whole or in part by delivery (either by  actual delivery or attestation) of shares of Common Stock, including shares retained from the  Award creating the tax obligation, valued at their fair market value (valued in the manner  determined by (or in a manner approved by) the Company); provided, however, except as  otherwise provided by the Board, that the total tax withholding where stock is being used to  satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding  obligations (based on minimum statutory withholding rates for federal and state tax purposes,  including payroll taxes, that are applicable to such supplemental taxable income), except that, to  the extent that the Company is able to retain shares of Common Stock having a fair market value  (determined by (or in a manner approved by) the Company)  that exceeds the statutory minimum  applicable withholding tax without material financial accounting implications or the Company is  withholding in a jurisdiction that does not have a statutory minimum withholding tax, the                                       -19-  ActiveUS 157137627v.9   





 






                                                                                  Company may retain such number of shares of Common Stock (up to the number of shares  having a fair market value equal to the maximum individual statutory rate of tax (determined by  (or in a manner approved by) the Company)) as the Company shall determine in its sole  discretion to satisfy the tax liability associated with any Award.  Shares used to satisfy tax  withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or  other similar requirements.         (e)   Amendment of Award.  Except as otherwise provided in Section 5(g) and 6(e),  the Board may amend, modify or terminate any outstanding Award, including but not limited to,  substituting therefor another Award of the same or a different type, changing the date of exercise  or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option.  The  The Board may at any time accelerate the vesting or exercisability of an Award, regardless of  any adverse or potentially adverse tax consequences resulting from such acceleration. The  Participant’s consent to such action shall be required unless (i) the Board determines that the  action, taking into account any related action, does not materially and adversely affect the  Participant’s rights under the Plan or (ii) the change is permitted under Section 10 or the  foregoing sentence.         (f)   Conditions on Delivery of Stock.  The Company will not be obligated to deliver  any shares of Common Stock pursuant to the Plan or to remove restrictions from shares  previously issued or delivered under the Plan until (i) all conditions of the Award have been met  or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all  other legal matters in connection with the issuance and delivery of such shares have been  satisfied, including any applicable securities laws and regulations and any applicable stock  exchange or stock market rules and regulations, and (iii) the Participant has executed and  delivered to the Company such representations or agreements as the Company may consider  appropriate to satisfy the requirements of any applicable laws, rules or regulations..            (g)   Dividend Equivalents.  The Board may provide for the payment of amounts in  lieu of cash dividends or other cash distributions (“Dividend Equivalents”) with respect to shares  of Common Stock subject to an Award, provided that such Dividend Equivalents shall be subject  to the same vesting and forfeiture provisions as the Award with respect to which they may be  paid.  Any entitlement to dividend equivalents or similar entitlements shall be established and  administered consistent either with exemption from, or compliance with the requirements of  Section 409A to the extent applicable.     12.   Miscellaneous         (a)   No Right To Employment or Other Status.  No person shall have any claim or  right to be granted an Award by virtue of the adoption of the Plan, and the grant of an Award  shall not be construed as giving a Participant the right to continued Employment.  The Company  expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a  Participant free from any liability or claim under the Plan, except as expressly provided in the  applicable Award.         (b)   No Rights As Shareholder; Clawback.  Subject to the provisions of the applicable  Award, no Participant or Designated Beneficiary shall have any rights as a shareholder with                                       -20-  ActiveUS 157137627v.9   





 






                                                                                  respect to any shares of Common Stock to be issued with respect to an Award until becoming the  record holder of such shares.  In accepting an Award under the Plan, a Participant shall agree to  be bound by any clawback policy the Company has adopted or may adopt in the future, or any  other compensation recovery requirements that the Company determines are necessary or  appropriate to be applicable to an Award.         (c)   Effective Date and Term of Plan.  The Plan shall become effective on the date the  Plan is approved by the Company’s shareholders (the “Effective Date”).  No Awards shall be  granted under the Plan after the expiration of 10 years from the Effective Date, but Awards  previously granted may extend beyond that date.         (d)   Amendment of Plan.  The Board may amend, suspend or terminate the Plan or  any portion thereof at any time provided that (i) to the extent required by Section 162(m), no  Award granted to a Participant that is intended to comply with Section 162(m) after the date of  such amendment shall become exercisable, realizable or vested, as applicable to such Award,  unless and until the Company’s shareholders approve such amendment in the manner required by  Section 162(m); (ii) no amendment that would require shareholder approval under the rules of  the national securities exchange on which the Company then maintains its primary listing  may  be made effective unless and until the Company’s shareholders approve such amendment; and  (iii) if the national securities exchange on which the Company then maintains its primary listing  does not have rules regarding when shareholder approval of amendments to equity compensation  plans is required (or if the Common Stock is not then listed on any national securities exchange),  then no amendment to the Plan (A) materially increasing the number of shares authorized under  the Plan (other than pursuant to Section 4(c) or 10), (B) expanding the types of Awards that may  be granted under the Plan, or (C) materially expanding the class of participants eligible to  participate in the Plan shall be effective unless and until the Company’s shareholders approve  such amendment.  In addition, if at any time the approval of the Company’s shareholders is  required as to any other modification or amendment under Section 422 of the Code or any  successor provision with respect to Incentive Stock Options, the Board may not effect such  modification or amendment without such approval.  Unless otherwise specified in the  amendment, any amendment to the Plan adopted in accordance with this Section 12(d) shall  apply to, and be binding on the holders of, all Awards outstanding under the Plan at the time the  amendment is adopted, provided the Board determines that such amendment, taking into account  any related action, does not materially and adversely affect the rights of Participants under the  Plan.  No Award shall be made that is conditioned upon shareholder approval of any amendment  to the Plan unless the Award provides that (i) it will terminate or be forfeited if shareholder  approval of such amendment is not obtained within no more than 12 months from the date of  grant and (2) it may not be exercised or settled (or otherwise result in the issuance of Common  Stock) prior to such shareholder approval.          (e)   Authorization of Sub-Plans (including for Grants to non-U.S. Employees).  The  Board may from time to time establish one or more sub-plans under the Plan for purposes of  satisfying applicable securities, tax or other laws of various jurisdictions.  The Board shall  establish such sub-plans by adopting supplements to the Plan containing (i) such limitations on  the Board’s discretion under the Plan as the Board deems necessary or desirable or (ii) such  additional terms and conditions not otherwise inconsistent with the Plan as the Board shall deem  necessary or desirable.  All supplements adopted by the Board shall be deemed to be part of the                                       -21-  ActiveUS 157137627v.9   





 






                                                                                  Plan, but each supplement shall apply only to Participants within the affected jurisdiction and the  Company shall not be required to provide copies of any supplement to Participants in any  jurisdiction which is not the subject of such supplement.           (f)   Compliance with Section 409A of the Code.  Except as provided in individual  Award agreements initially or by amendment, if and to the extent (i) any portion of any payment,  compensation or other benefit provided to a Participant pursuant to the Plan in connection with  his or her employment termination constitutes “nonqualified deferred compensation” within the  meaning of Section 409A and (ii) the Participant is a specified employee as defined in Section  409A(a)(2)(B)(i) of the Code, in each case as determined by the Company in accordance with its  procedures, by which determinations the Participant (through accepting the Award) agrees that  he or she is bound, such portion of the payment, compensation or other benefit shall not be paid  before the day that is six months plus one day after the date of “separation from service” (as  determined under Section 409A) (the “New Payment Date”), except as Section 409A may then  permit.  The aggregate of any payments that otherwise would have been paid to the Participant  during the period between the date of separation from service and the New Payment Date shall  be paid to the Participant in a lump sum on such New Payment Date, and any remaining  payments will be paid on their original schedule.         The Company makes no representations or warranty and shall have no liability to the  Participant or any other person if any provisions of or payments, compensation or other benefits  under the Plan are determined to constitute nonqualified deferred compensation subject to  Section 409A but do not to satisfy the conditions of that section.         (g)   Limitations on Liability.  Notwithstanding any other provisions of the Plan, no  individual acting as a director, officer, employee or agent of the Company will be liable to any  Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss,  liability, or expense incurred in connection with the Plan, nor will such individual be personally  liable with respect to the Plan because of any contract or other instrument he or she executes in  his or her capacity as a director, officer, employee or agent of the Company.  The Company will  indemnify and hold harmless each director, officer, employee or agent of the Company to whom  any duty or power relating to the administration or interpretation of the Plan has been or will be  delegated, against any cost or expense (including attorneys’ fees) or liability (including any sum  paid in settlement of a claim with the Board’s approval) arising out of any act or omission to act  concerning the Plan unless arising out of such person’s own fraud or bad faith.         (h)   Governing Law.  The provisions of the Plan and all Awards made hereunder shall  be governed by and interpreted in accordance with the laws of the Commonwealth of  Massachusetts, excluding choice-of-law principles of the law of such state that would require the  application of the laws of a jurisdiction other than the Commonwealth of Massachusetts.  In  accepting an Award under the Plan, a Participant shall agree that the Award is granted by the  Company, with respect to Common Stock issued by the Company, and that any claim with  respect to the Award may only be raised against the Company in a court of competent  jurisdiction in the Commonwealth of Massachusetts, regardless of whether the Participant is or  was employed by the Company or a Subsidiary.                                                -22-  ActiveUS 157137627v.9   





 






                        STATE STREET CORPORATION                        2017 STOCK INCENTIVE PLAN         [    ] Restricted Stock Unit Award Agreement with Performance Criteria    Subject to your acceptance of the terms set forth in this agreement and the addendum  attached hereto (“Agreement”), State Street Corporation (“Company”) has awarded you,  under the State Street Corporation 2017 Stock Incentive Plan (“Plan”), and pursuant to  this Agreement and the terms set forth herein, a contingent right to receive the number  of shares of Common Stock (the right to receive such Common Stock, “Restricted Stock  Units”) (“Award”) as set forth in the statement pertaining to this Award (“Statement”) on  the website (“Website”) maintained by Fidelity Stock Plan Services LLC, an independent  service  provider  based  in  the  United  States, or  another  party  designated  by  the  Company (“Equity Administrator”).    Copies of  the  Plan, the  Company’s  Prospectus for  the  Plan  and  any  employee  information  supplement  to  the  Prospectus  for  your  country  of  Employment  (“Tax  Supplement”) are located on the Website for your reference.  Your acceptance of this  Award  constitutes  your  acknowledgement  that  you  have  read  and  understood this  Agreement, the  Plan,  the Prospectus for  the  Plan  and  the  Tax  Supplement.   The  provisions of the Plan are incorporated herein by reference, and all terms used herein  shall  have  the  meaning  given  to  them  in  the  Plan,  except  as  otherwise  expressly  provided herein.  In the event of any conflict between the provisions of this Agreement  and the provisions of the Plan, the provisions of the Plan shall control. As used herein,  “State  Street”  means  the  Company and  each  Subsidiary.  “Subsidiary”  means  the  Company’s consolidated subsidiaries.   You  may  consider  this  Agreement  for  up  to  thirty  (30)  days  from  the  date  it  was  first  made available to you on the Website.   The terms of your Award are as follows:   1.    Grant of Restricted Stock Units.  To be entitled to any payment under this Award, you must accept your Award and in so  doing  agree  to  comply  with  the  terms  and  conditions  of  this  Agreement and the  applicable  provisions  of  the  Countries  Addendum outlined  in  Appendix A (which  is  incorporated into, and forms a material and integral part of, this Agreement).  Failure to  accept this Award within thirty (30) days following the posting of this Agreement on the  Website will result in forfeiture of this Award.  Subject to the terms and conditions of this  Agreement, Restricted Stock Units shall vest on the vesting and payment date described  in Section 2.  The term “vest” as used herein means the lapsing of certain (but not all)  restrictions  described  herein  and  in  the  Plan  with  respect  to  one  or  more  Restricted  Stock Units.  To vest in all or any portion of this Award as of any date, you must have  been continuously employed with the Company or a Subsidiary from and after the date  hereof  and  until  (and  including)  the applicable vesting  date,  except  as  otherwise  provided herein.   By accepting this Award, you and the Company agree that any claim arising out of this  Award or any Common Stock issued by the Company pursuant to this Award may only  be brought  in  the federal  or  state  courts  of  the  Commonwealth  of  Massachusetts,                                         1                                       





 






                                          regardless of where or whether you are employed by the Company or a Subsidiary. You  consent to personal jurisdiction in such courts for any such claim, consent to service of  process  by  any  means allowed  by  such  courts  or  applicable  law,  and  waive  any  arguments that such courts are not an appropriate or convenient forum.  This Award is subject to any forfeiture, compensation recovery or similar requirements  set  forth  in  this  Agreement,  as  well  as  any  other forfeiture,  compensation  recovery  or  similar  requirements under  applicable  law  and  related  implementing  regulations and  guidance, and to other forfeiture, compensation recovery or similar requirements under  plans, policies and practices of the Company or its relevant Subsidiaries in effect from  time to time, including those set forth in your offer letter. In the event pursuant to this  Agreement  or  pursuant  to any  applicable  law  or  related  implementing  regulations or  guidance, or  pursuant  to  any  Company or  its  relevant  Subsidiaries  plans, policies  or  practices, the Board or State Street is required or permitted to reduce, forfeit or cancel  any amount remaining to be paid, or to recover any amount previously paid, with respect  to  this  Award,  or to  otherwise  impose  or  apply  restrictions  on this  Award  or  shares  of  Common Stock subject hereto, it shall, in its sole discretion, be authorized to do so. By  accepting  this  Award,  you  consent  to  making  payment  to the Subsidiary  that  legally  employs or  last  employed you  (“Employer”) in  the  event  of  a  compensation  recovery  determination by the Board or State Street.       2.    Performance Targets; Board Certification; Form of Payment.  Whether your Award will be paid and in what amounts will depend on achievement of  average return on equity and average pre-tax margin, both as defined in the attached  Exhibit  I (which  is  incorporated  into,  and  forms  a  material  and  integral  part  of,  this  Agreement), during  the three  (3)  calendar  years during  the  Performance  Period, as  defined in the attached Exhibit I, and the other terms and conditions as set forth herein.  Payment under this Award will only be made if the Board certifies, following the close of  the  Performance  Period,  that  the  pre-established  threshold  performance  targets  have  been met  or exceeded, and  then  only  to  the  extent  of  the  level  of  performance  so  certified as having been achieved.  In addition, if you were employed in EMEA during all  or  a  portion  of  the  2019  calendar  year  performance  period  that  resulted  in  the  Award  grant,  the  Award  amount  paid  will  be  further  adjusted  based  upon  the  “EMEA Risk  Adjustment Percentage” described in Exhibit I.  Any  portion  of this  Award earned  by  reason  of  the Board’s certification  as  described  above will vest and be paid in Common Stock to you (or your Designated Beneficiary, in  the case of your death) in one single installment between February 15 and March 15 of  the calendar year beginning after the end of the Performance Period (unless vesting and  payment is otherwise delayed pursuant to the provisions of this Agreement or operation  of law, rules or regulations).  The total number of shares of Common Stock to be paid  will be determined by multiplying the number of Restricted Stock Units referred to in your  Statement  by  the  Total  Vesting  Percentage,  as  defined  and  set  forth  on  the attached  Exhibit  I and  certified  by  the Board,  further  adjusted by  the  EMEA  Risk  Adjustment  Percentage if applicable to you.   Notwithstanding the foregoing, the Company may, in its sole discretion, settle any vested  Award in the form of:               (i)    a  cash  payment  to  the  extent  settlement  in  shares  of Common              Stock (1)  is  prohibited  under  local  law,  rules or  regulations,  (2)  would                                                                           2                                         





 






               require you, the Company or  your Employer to obtain the approval of any              governmental  and/or  regulatory  body  in  your  country  of  residence  (or              country  of Employment,  if  different),  or  (3)  is  administratively              burdensome; or                (ii)  shares of Common Stock, but require you to immediately sell such              shares of Common Stock (in which case, you hereby expressly authorize              the Company to issue sales instructions on your behalf).   3.    Identified Staff Holding Requirement.    Notwithstanding  anything  herein  to  the  contrary,  you  agree  and  covenant  that,  as  a  condition to the receipt of this Award and the settlement of the Restricted Stock Units in  the  form  of  shares  of  Common  Stock hereunder,  in  the  event  the  Company  or  any  Subsidiary  notifies  you  at  any  time  before  or  after this  Award is  made   that  you  have  been designated Identified Staff for purposes of the Capital Requirements Directive IV  (or any implementing or successor rule, regulation or guidance, including the rules and  regulations  of  the  United  Kingdom  Financial  Conduct  Authority (“FCA”),  Prudential  Regulation Authority (“PRA”), German Federal Financial Supervisory Authority (“BaFin”)  or any other applicable regulatory authority), you will not sell or otherwise transfer any  shares of Common Stock issued and transferred to you pursuant to this Award until the  date that is at least twelve (12) months for UK and State Street Bank International GmbH  (“SSB Intl GmbH”) Identified Staff (or such longer period as is stipulated by the FCA, the  PRA,  BaFin or  any  other  applicable  regulatory  authority) after  the  vesting  date  of the  shares of Common Stock paid in connection with this Award (“Release  Date”), except  that (a) you shall be permitted to sell, prior to the Release Date, a number of shares of  Common  Stock sufficient  to  pay  applicable  tax  and  social  security  withholding,  if  any,  with  respect  to  such  vesting  (or,  alternatively,  if the  Company  withholds  such  shares  pursuant to Section 12 of this Agreement, the requirements in this Section 3 not to sell or  otherwise transfer any shares shall only apply to the number of such shares delivered to  you (i.e., after such withholding of shares)), (b) transfers by will or pursuant to the laws  of descent or distribution are permitted and (c) this holding requirement shall not apply to  such portion of the shares of Common Stock, if any, that were  awarded with respect to  a period of time, as determined by the Company in its discretion, during which you were  not  subject  to  such  holding  requirement.  Any  attempt  by  you  (or  in  the  case  of  your  death, by your Designated Beneficiary) to assign or transfer shares of Common Stock  subject to this Award, either voluntarily or involuntarily, contrary to the provisions hereof,  shall  be  null  and  void  and  without  effect.  The  Company  may,  in  its  sole  discretion,  impose restrictions on the assignment or transfer of shares of Common Stock consistent  with the provisions hereof, including, without limitation, by or through the transfer agent  for such shares or by means of legending Common Stock certificates or otherwise. This  Section 3 applies in addition to, and not to the exclusion of, any other holding, forfeiture  and/or clawback provisions contained in this Agreement.   4.    General Circumstances of Forfeiture.          (a)   You  will  immediately  forfeit  any  and  all  rights  to  receive  shares  of  Common Stock under this Agreement not previously vested,  issued and transferred to  you in the event:                                           3                                       





 






                                                      (i)    you cease to be employed by the Company and its Subsidiaries              due to Circumstances of Forfeiture;               (ii)  your Employer,  in  its  sole  discretion,  determines  that              circumstances prior to the date on which you ceased to be employed by              the Company and its Subsidiaries for any reason constituted grounds for              an involuntary termination constituting Circumstances of Forfeiture; or              (iii) you fail  to  comply  with  the  terms  of  the  applicable  Countries              Addendum  attached  to  this Award  or  the terms  of  any  other  Restrictive              Covenant  you  agree  to  or  have  agreed  to  with  the  Company  or  your              Employer.         (b)   If your Employment terminates by reason of [Retirement or] Disability or  any  reason  other  than  for  Circumstances  of  Forfeiture,  then  you  shall  be  eligible  to  receive  a  payment  under  this  Award  subject  to  the  certification  of  the Board in  accordance  with  Section  2,  subject  to  the  terms  and  conditions  of  this  Agreement.   Unless  accelerated  as  provided  in  Section 9,  any  amount  payable  pursuant  to  this  Section 4 shall be paid in accordance with Section 2.         (c)   For purposes hereof:              (i)   “Circumstances  of  Forfeiture”  means  the  termination  of  your              Employment with the Company and its Subsidiaries either (A) voluntarily              (other  than [(x) by  reason  of Retirement  or  (y)] for  Good  Reason  on  or              prior to the first anniversary of a Change in Control) or (B) involuntarily for              reasons determined by the Company or the relevant Subsidiary in its sole              discretion  to  constitute  “gross  misconduct” [(including  while  you  are              Retirement eligible)].              (ii)  [“Retirement” means your attainment of age 55 and completion of              5 years of continuous service with the Company and its Subsidiaries.                (iii) ]“Disability”  means  your  inability  to  engage  in  any  substantially              gainful  activity  by  reason  of  any  medically  determinable  physical  or              mental impairment that can be expected to result in your death or can be              expected to last for a continuous period of not less than 12 months.              (iv)  “Restrictive Covenant” means any confidentiality, non-solicitation,              non-competition,  non-disparagement,  post-employment  cooperation  or              notice provision that you agree to or had agreed to with your Employer,              including  but  not  limited  to  the  restrictions  contained  in  this Award              Agreement, any offer letter, employment or service agreement, including              letters  amending  the  employment  or  service  agreement,  promotion              letters, deferred compensation award agreements of any type, or change              in control employment agreements, or applicable restrictions required as              a condition to entitlement to payment under any executive supplemental              retirement plan.        (d)   The  grant  of this  Award and the  terms  and  conditions  governing this  Award are  intended  to  comply  with  the  age  discrimination  provisions  of  the European  Union Equal  Treatment  Framework  Directive,  as  implemented  into  local  law  (the  “Age  Discrimination Legislation”).  To the extent a court or tribunal of competent jurisdiction  determines that any provision of this Award is invalid or unenforceable, in  whole or in                                                                            4                                         





 






   part, under the Age Discrimination Legislation, the Company, in its sole discretion, shall  have the power and authority to revise or strike such provision to the minimum extent  necessary to make it valid and enforceable to the full extent permitted under applicable  local law.        (e)   This Section 4 applies in addition to, and not to the exclusion of, any other  holding, forfeiture and/or clawback provisions contained in this Agreement.   5.    Material Risk Taker Malus-Based Forfeiture.  In the event you hold a title of Senior Vice President or higher during the calendar year  in which this Award is made, or you hold the status of “material risk taker” at the time this  Award  is  made or  any  time  thereafter, you  acknowledge  and  agree  that  this  Award  is  subject  to  the  provisions  of  this  Section 5.  In  respect  of  any  Award  remaining  to  be  issued  and  transferred  to  you  in  Common  Stock  or  otherwise  paid may,  in  the  sole  discretion  of  the Board,  be  reduced, forfeited or  cancelled,  in  the  event  that  it  is  determined  by  the Board,  in  its  sole  discretion, that  your  actions,  whether  discovered  during  or  after  your  employment  with  the Employer, exposed The  Business  to any  inappropriate risk or risks (including where you failed to timely identify, analyze, assess  or raise concerns about such risk or risks, including in a supervisory capacity, where it  was  reasonable  to  expect  you  to  do  so),  and  such  exposure  has  resulted  or  could  reasonably  be  expected  to  result  in  a  material  loss  or  losses  that  are  or  would  be  substantial in relation to the revenues, capital and overall risk tolerance of The Business.   “The Business” shall mean State Street, or, to the extent you devote substantially all of  your business time to a particular business unit (e.g., Global Services Americas, Global  Services International, State Street Global Exchange or State Street Sector Solutions) or  business division (e.g., Alternative Investment Solutions, Securities Lending), “Business”  shall refer to such business unit or business line. This provision applies in addition to,  and  not  to  the  exclusion  of,  any  other  holding,  forfeiture  and/or  clawback  provisions  contained in this Agreement.   6.    Identified Staff Malus-Based Forfeiture and Clawback.        (a)   In  the  event  the  Company  or  any  Subsidiary  notifies  you  at  any  time  before  or  after  this  Award  is  made  that  you  have  been  designated  Identified  Staff for  purposes of a UK (either PRA or FCA) Remuneration Code, you acknowledge and agree  that  this  Award  is  subject  to  the  provisions  of  this  Section 6 for  a  period  of  seven  (7)  years  from  the  date  this  Award  is  granted.  For  those  Identified  Staff  fulfilling a  PRA  Senior  Management  Function, the seven  (7)-year  period  may  be  extended  to  ten (10)  years in certain circumstances where:               (i)  the Company  has  commenced  an  investigation  into  facts  or  events              which it considers could potentially lead to the application of a clawback              under  this  Section 6 were  it  not for  the  expiration  of  the seven  (7)-year              period; or               (ii)  the  Company  has  been  notified  by  a  regulatory  authority  that  an              investigation  has  commenced  into  facts  or  events  which  the  Company              considers  could  potentially  lead  to  the  application  of  clawback  by  the              Company under this Section 6 were it not for the expiration of the seven              (7)-year period.                                           5                                       





 






                                                (b)   If  the  Company  determines  that  a UK Forfeiture  Event  has  occurred  it  may elect to reduce, forfeit or cancel all or part of any amount remaining to be issued  and transferred to you in Common Stock or otherwise paid in respect of this Award (“UK  Malus-Based Forfeiture”).        (c)   If  the  Company  determines  that  a UK Clawback  Event  has  occurred  it  may require the repayment by you (or otherwise seek to recover from you) of all or part  of any compensation paid to you in respect of this Award.        (d)   The Company may produce guidelines from time to time in respect of its  operation  of  the  provisions  of  this  Section 6.   The  Company  intends  to  apply  such  guidelines in deciding whether and when to effect any reduction, cancellation, forfeiture  or  recovery  of  compensation  but,  in  the  event  of  any  inconsistency  between  the  provisions of this Section 6 and any such guidelines, this Section 6 shall prevail. Such  guidelines  do  not  form  part  of  any  employee’s  contract  of Employment,  and  the  Company may amend such guidelines and their application at any time.        (e)   By accepting this Award on the Website, you expressly and explicitly               (i) consent to making  the required  payment to the Company (or to your              Employer on behalf of the Company)upon a UK Clawback Event; and               (ii) authorize the Company to issue related instructions, on your behalf, to              the Equity Administrator and any brokerage firm and/or third party              administrator engaged by the Company to hold your shares of Common              Stock and other amounts acquired under the Plan and to re-convey,              transfer or otherwise return such shares of Common Stock and/or other              amounts to the Company.         (f)   For the purposes of this Section 6:              (i)   A “UK Forfeiture Event” means a determination by the Company,              in  its  sole  discretion,  that  (A)  there  is  reasonable  evidence  of your              misbehavior or material error; or (B) the Company, one of its Subsidiaries              or  a  relevant  business  unit  has  suffered  a  material  downturn  in  its              financial  performance;  or  (C) the Company,  one  of  its  Subsidiaries  or  a              relevant business unit has suffered a material failure of risk management.              (ii)   A “UK Clawback Event” means a determination by the Company,              in its sole discretion, that either (A) there is reasonable evidence of your              misbehavior or material error or (B) the Company, one of its Subsidiaries              or  a  relevant  business  unit  has  suffered  a  material  failure  of  risk              management.         (g)   This Section 6 applies in addition to, and not to the exclusion of, any other  holding, forfeiture and/or clawback provisions contained in this Agreement.  7.    SSB  Intl  GmbH  and  SSGA  GmbH  Affordability  Limitations,  and Malus- Based Forfeiture and Clawback.         (a)   Awards issued to SSB Intl GmbH or State Street Global Advisors GmbH  staff may be impacted by the financial situation of the bank and/or regulatory group, as  prescribed by regulatory requirements in its applicable  version (e.g. the Remuneration  Ordinance for Institutions and/or German Banking Act). Awards may also be limited to  the extent ordered by the competent supervisory authority according to sec. 45 para. 2                                                                           6                                         





 






   sentence 1 no. 5a, 6 German Banking Act. Further, entitlement to an Award may lapse if  the competent supervisory authority issues a corresponding definitive order according to  sec. 45 para. 5 sentence 5 to 8 German Banking Act.                (b)    In the event the Company or any Subsidiary notifies you at any time before  or  after  this  Award  is  made  that  you  have  been  designated SSB  Intl  GmbH  Identified  Staff for purposes of the German Remuneration Ordinance, you acknowledge and agree  that this Award is subject to forfeiture and clawback for a period from the date the Award  is granted until two (2) years from the date that the final tranche of this Award vests.  A  clawback applies if you, as SSB Intl GmbH Identified Staff,                      (i)   contributed  significantly  to,  or  was  responsible  for,  conduct  that              resulted in significant losses or regulatory sanctions for SSB Intl GmbH,              or               (ii)  is responsible for a serious breach of relevant external or internal              rules  on  good  conduct (each  of  (i)  and  (ii)  constituting “SSB  Intl  GmbH              Identified Staff Clawback Event”).                (c)   Section 7  applies  in  addition  to,  and  not  to  the  exclusion  of,  any  other  holding, forfeiture and/or clawback provisions contained in this Agreement.            8.    Management Committee/Executive Vice President Forfeiture and Clawback.        (a)   If, at the time the Award is made, you are a member of the State Street  Corporation  Management  Committee or  any  successor  committee  or  body  (“Management Committee” or “MC”) or hold the title Executive Vice President (“EVP”) or  higher, any  amount  remaining  to  be  paid  in  respect  of  this  Award  may,  in  the  sole  discretion  of  the Board,  be  reduced, forfeited or  cancelled,  in  whole  or  in  part,  in  the  event that it is determined by the Board, in its sole discretion, that:              (i)   you  engaged  in  fraud,  gross  negligence  or  any  misconduct,              including in a supervisory capacity, that was materially detrimental to the              interests or business reputation of State Street or any of its businesses;              or              (ii)  you engaged in conduct that constituted a violation of State Street              policies and procedures or State Street Standard of Conduct in a manner              which  either  caused  or  could  have  caused  reputational  harm  that  is              material  to  State  Street  or  placed  or  could  have placed  State  Street  at              material legal or financial risk; or              (iii) as  a  result  of  a  material  financial  restatement  by  State  Street              contained in a filing with the U.S. Securities and Exchange Commission              (“SEC”),  or  miscalculation  or  inaccuracy  in  the  determination of              performance metrics, financial results or other criteria used in determining              the amount of this Award, you would have received a smaller or no Award              hereunder.        (b)   If, at the time the Award is made, you are a member of the Management  Committee or hold the title EVP or higher, this Award also is subject to compensation  recovery  as  provided  herein.   Upon  the  occurrence  of either an  MC/EVP Clawback  Event or an MC/EVP Clawback Breach, the Board may, in its sole discretion, determine  to  recover  the  MC/EVP Clawback  Amount,  in  whole  or  in  part.   Following  such  a                                         7                                       





 






                                          determination,  you  agree  to  immediately  repay  such  compensation,  in  no  event  later  than sixty (60) days following such determination, in the form of any shares of Common  Stock delivered  to  you  previously  by  the  Company  or  cash  (or  a  combination  of  such  shares and cash).          (c)   For  purposes  of  calculating  the  value  of  both  the  MC/EVP Clawback  Amount determined by the Board to be recovered and the amount of such compensation  repaid, shares of Common Stock will be valued in an amount equal to the market value  of the shares of Common Stock delivered to you under this Award by the Company as  determined at the time of such delivery.        (d)   For purposes of this Section 8:              (i)   “MC/EVP Clawback Event” means a determination by the Board,              in  its  sole  discretion, within four (4)  years  after the  date  of grant  of  this              Award  or  within  one  (1)  year  of  the  vesting  and  payment  date  of  this              Award (A) with respect to any event or series of related events, that you              engaged  in  fraud  or  willful  misconduct, including  in  a  supervisory              capacity, that resulted in financial or reputational harm that is material to              State  Street  and  resulted  in  the  termination  of  your Employment  by  the              Company  and  its  Subsidiaries  (or,  following  a  cessation  of  your              Employment  for  any  other  reason, such circumstances  constituting              grounds  for  termination are  determined  applicable)  or  (B) a  material              financial restatement or miscalculation or inaccuracy in financial results,              performance metrics, or other criteria used in determining this Award by              State Street occurred.  For the avoidance of doubt and as applicable, an              MC/EVP Clawback Event includes any determination by the Board that is              based  on  circumstances  prior  to  the  date  on  which  you  cease  to  be              employed by the Company and its Subsidiaries for any reason, even if the              determination by the Board occurs after such cessation of Employment.              (ii)  “MC/EVP Clawback Breach” means a determination by the Board,              in  its  sole  discretion,  that  you  failed  to  comply  with  the  terms  of  any              covenant not to compete entered into by you with the Company or your              Employer, whether in the applicable Country Addendum attached to this              Award or in any other agreement.              (iii) “MC/EVP Clawback Amount” means                     A. with  respect  to  an  MC/EVP Clawback  Event  described  in           Section 8(d)(i)(A), the value of the shares of Common Stock (based upon the           market value of the respective Common Stock at delivery) that were delivered           to  you  under  this  Award  by  the  Company  prior  to  such  MC/EVP Clawback           Event, or                      B. with  respect  to  an  MC/EVP Clawback  Event  described  in           Section 8(d)(i)(B), the value of the shares of Common Stock (based upon the           market value of the respective Common Stock at delivery) that were delivered           to  you  under  this  Award  by  the  Company  (x)  prior  to an  associated date           designated by the Board and (y) that represents an amount that, in the sole           discretion of the Board, exceeds the amount you would have been awarded                                                                            8                                         





 






            under this Award had the financial statements or other applicable records of           State Street been accurate, or                     C. with  respect  to  an  MC/EVP  Clawback  Breach  described  in           Section  8(d)(ii),  the  value  of  the Common  Stock (based  upon the  market           value of the respective Common Stock at delivery), that were delivered to you           under this Award by the Company after the earlier to occur of the date your           Employment terminated or the date your failure to comply with the applicable           covenant(s) not to compete commenced, as determined by the Board in its           sole discretion, and                     D. in  each  case, reduced, by taking  into  account any  portion  of           this Award that was previously recovered by the Company under this Section           8 to avoid a greater than 100% recovery.          (e)   In  connection  with  any  MC/EVP Clawback  Event or  MC/EVP  Clawback  Breach,  to  the  extent  not  prohibited  by  applicable  law  and  subject  to  Section  15  (if  applicable),  if  you  fail  to  comply  with  any  requirement  to  repay  compensation  under  Section  8(b),  the  Board  may  determine,  in  its  sole  discretion,  in  addition  to  any  other  remedies  available  to  the  Company,  that  you  will  satisfy  your  repayment  obligation  through  an  offset  to  any  future  payments  owed  by  the  Company  or  any  of  its  Subsidiaries  to  you.  Further,  you  expressly  and  explicitly  authorize  the  Company  to  issue  instructions,  on  your  behalf,  to  any  brokerage  firm  or  third  party  administrator  engaged by the Company to hold your shares of Common Stock acquired pursuant to  awards granted under the Plan (or any other amounts acquired pursuant to the Plan) to  re-convey,  transfer  or  otherwise  return  such  shares  of  Common  Stock  and/or  other  amounts to the Company.           (f)   This Section 8 applies in addition to, and not to the exclusion of, any other  holding, forfeiture and/or clawback provisions contained in this Agreement.   9.    Change in Control; Acceleration of Performance Award.        Subject to  applicable  law  and  regulation  (including  the rules  and regulations  of  any  applicable  regulatory  authority),  and the  EMEA  Risk  Adjustment  Percentage,  if  applicable to you:        (a)   in the case of a Change in Control occurring              (i)    in [the first calendar year], the Total Vesting Percentage shall be        100%,              (ii)   in [the second calendar year], the Total Vesting Percentage shall              be based  upon (A) the  simple  average  of  the  actual return  on equity              results for the [first] calendar year, adjusted in accordance with the Plan,              and [applicable %] for each of [the first and second calendar years] and              (B)  the  simple  average  of  pre-tax  margin results  for  the [first] calendar              year, adjusted in accordance with the Plan, and [applicable %] for each of              [the first and second calendar years], and              (iii)  in [the third calendar year], the Total Vesting Percentage shall be              based upon (A) the simple average of the actual return on equity results,              adjusted  in  accordance with  the  Plan, for  each of  the [first  and  second]                                         9                                       





 






                                                      calendar years and [applicable %] for [the third calendar year] and (B) the              simple average of pre-tax margin results, adjusted in accordance with the              Plan, for each of the [first and second] calendar years and [applicable %]              for [the third calendar year].        (b)   If,  prior  to  the  full  settlement  of  your  Award,  your  employment  with  the  Company  and  its  Subsidiaries  is  terminated  by  the  Company  or  the  applicable  Subsidiary  without  Cause  (as  defined  in  the  Plan) or by  you  for  Good  Reason  (as  defined in the Plan) [or on account of your Retirement], in each case, during the one- year period following a Change in Control, you shall be entitled within 30 days of such  termination to receive a cash payment equal to the adjusted fair market value of a share  of the Common Stock (1) multiplied by the number of units referred to in your Statement  and (2) further multiplied by the Total Vesting Percentage (which shall be calculated in  accordance with clause (a) above in the case of a Change in Control occurring prior to  the  end  of the  Performance  Period),  further  adjusted  by the  EMEA  Risk  Adjustment  Percentage, if applicable to you; provided, to the extent an Award or any portion thereof  constitutes “nonqualified deferred compensation” within the meaning of Section 409A of  the U.S. Internal Revenue Code of 1986, as amended, (“Code”), that such Change in  Control  constitutes  a  “change  in  control  event”  as  that  term  is  defined  under  Section  409A  of  the Code and  Treasury  Regulation  1.409A-3(i)(5).   For  purposes  of  the  preceding sentence, “adjusted fair market value” shall mean the higher of the               (i)    the highest average of the reported daily high and low prices per              share of the Common Stock during the sixty (60)-day period prior to the              first  date  of  actual  knowledge  by  the  Board  of  the  circumstances  that              resulted in a Change in Control, and               (ii)   if the Change in Control is the result of a transaction or series of              transactions described in paragraph 1 or 2 of the definition of Change in              Control in the Plan, the highest price per share of the Common Stock paid              in  such  transaction  or  series  of  transactions  (which  in  the  case  of  a              transaction described in paragraph 1 of such definition in the Plan shall              be  the  highest  price  per  share  of  the Common  Stock as  reflected  in  a              Schedule  13D  filed  by the  person  having  made  the  acquisition).   For              purposes  of  this  Section 9,  termination  of  employment  shall  mean  a              “separation  from  service”  as  determined  in  accordance  with  Treasury              Regulation Section 1.409A-1(h).          10.   Amendments to Restricted Stock Units.  Subject  to  the  specific  limitations  set  forth  in  the  Plan,  the Board may  at  any  time  suspend  or  terminate  any  rights  or  obligations  relating  to this  Award prior  to  the  full  settlement of your Award without your consent.   11.   Shareholder Rights.  You  are  not  entitled  to  any  rights  as  a  shareholder  with  respect  to  any  shares  of  Common Stock subject to this Award until they are transferred to you.  Without limiting  the  foregoing, prior  to  the  issuance  and  transfer  to  you  of  shares  of Common  Stock  pursuant to this Agreement, you will have no right to receive dividends or amounts in lieu  of dividends with respect to the shares of Common Stock subject to this Award nor any  right to vote the shares of Common Stock prior to any shares being transferred to you.                                                                           10                                         





 






   12.   Withholding of Tax-Related Items.  Regardless  of  any  action your Employer  takes  with  respect  to  any  or  all  income  tax  (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance,  payroll tax, payment on account of other tax-related withholding (“Tax-Related Items”),  you  acknowledge and  agree that  the  ultimate  liability  for  all  Tax-Related  Items  legally  due from you is and remains your responsibility.  Furthermore, neither the Company nor  your Employer (a) makes any representations or undertakings regarding the treatment of  any Tax-Related Items in connection with any aspect of this Award, including the grant  of this Award, the vesting of this Award and the issuance of shares of Common Stock in  settlement of this Award, the subsequent sale of any shares of Common Stock delivered  upon settlement of this Award, the cancellation, forfeiture or repayment of any shares of  Common  Stock (or  cash  in  lieu  thereof)  or  the  receipt  of  any  dividends  or  dividend  equivalents;  or  (b)  commits  to  structure  the  terms  of  the  grant,  vesting,  settlement,  cancellation,  forfeiture,  repayment  or  any  other  aspect  of this  Award to  reduce  or  eliminate your liability for Tax-Related Items.  Prior to the delivery of  shares of Common Stock upon the vesting of this Award, if any  taxing  jurisdiction  requires  withholding  of  Tax-Related  Items in  connection  with  the  Award,  the  Company  may  withhold  a  sufficient  number of  whole  shares  of Common  Stock that have an aggregate fair market value sufficient to pay the Tax-Related Items  required to be withheld with respect to this Award.  The cash equivalent of the shares of  Common Stock withheld will be used to settle the obligation to withhold the Tax-Related  Items  (determined  in  the  Company’s  reasonable  discretion).   No  fractional  shares of  Common Stock will be  withheld or issued pursuant to the issuance of Common Stock  hereunder.   Alternatively,  the  Company  and/or  your  Employer  may,  in  its  discretion,  withhold any amount necessary to pay the Tax-Related Items from your salary, wages or  other amounts payable to you, with no withholding in shares of Common Stock.  In the  event the withholding requirements are not satisfied through the withholding of shares or  through  your  salary,  wages or  other  amounts  payable  to  you,  no  shares  of Common  Stock will  be  issued  upon  vesting  of this  Award unless  and  until  satisfactory  arrangements (as determined by the Company or your Employer) have been made by  you with respect to the payment of any Tax-Related Items which the Company or your  Employer determines, in its sole discretion, must be withheld or collected with respect to  such Award.   Depending  on  the  withholding  method,  the  Company  may  withhold  for  Tax-Related  Items  by  considering  any  applicable  statutory  withholding  amounts  or  other  applicable  withholding rates, including maximum applicable rates.  If you are subject to taxation in  more than one jurisdiction, you hereby expressly acknowledge that the Company, your  Employer  or  another  Subsidiary  may  be  required  to  withhold  and/or  account  for  Tax- Related Items in more than one jurisdiction.    By accepting this Award, you hereby expressly consent to the withholding of shares of  Common  Stock and/or  cash  as  provided  for  hereunder.   All  other  Tax-Related  Items  related to this Award and any Common Stock delivered in payment thereof, including the  extent to which the Company or your Employer does not so-withhold shares of Common  Stock and/or cash, are your sole responsibility.     13.   Changes in Capitalization or Corporate Structure.                                         11                                       





 






                                          This  Award  is  subject  to  adjustment  pursuant  to  Section 10(a)  of  the  Plan  in  the  circumstances therein described.   14.   Employee Rights.  Nothing in this Award shall be construed to guarantee you any right of Employment with  the Company, your Employer or any Subsidiary or to limit the discretion of any of them to  terminate  your Employment  at  any  time to  the maximum extent  permitted under  local  law.    In  consideration  of  the  grant  of  the  Award, you  acknowledge  and  agree  that  you  will  have no entitlement to compensation or damages in consequence of the termination of  your Employment (for any reason whatsoever and whether or not in breach of contract  or local labor laws), insofar as such entitlement arises or may arise from your ceasing to  have rights under or to be entitled to the Award as a result of such termination, or from  the  loss  or  diminution  in  value  of  the  Award.  By  accepting  this  Award,  you  shall  be  deemed irrevocably to have waived any such claim or entitlement against the Company,  your Employer and all Subsidiaries that may arise; if, notwithstanding the foregoing, any  such  claim  is  found  by  a  court  of  competent  jurisdiction  to  have  arisen,  then,  by  accepting  this  Agreement,  you  shall  be deemed  irrevocably  to  have  waived  your  entitlement  to  pursue  such  claim.  In  the  event  your Employment  ends  and  you  are  subsequently rehired by the Company or any Subsidiary, no Award previously forfeited  or recovered will be reinstated.   15.   Non - Transferability, Etc.  This Award shall not be transferable other than (1) by  will or the  laws of descent and  distribution  or  (2)  pursuant  to  the  terms  of  a  court-approved  domestic  relations  order,  official  marital  settlement  agreement  or  other  divorce  or  settlement  instrument  satisfactory to State Street, in its sole discretion. In the case of transfer pursuant to (2)  above, this Award shall remain subject to all the terms and conditions contained in the  Plan  and  this  Agreement,  including  vesting, forfeiture and  clawback  terms  and  conditions.   Any  attempt  by  you  (or  in  the  case  of  your  death,  by  your Designated  Beneficiary) to assign or transfer this Award, either voluntarily or involuntarily, contrary to  the provisions hereof, shall be null, void and without effect and shall render this Award  itself null and void.   16.   Compliance with Section 409A of the Code.          (a)   The  provisions  of  this  Award  are  intended  to  be  exempt  from,  or  compliant  with,  Section  409A  of  the  Code,  and  shall  be  construed  and  interpreted  consistently  therewith.   Notwithstanding  the  foregoing, neither the  Company nor  any  Subsidiary shall have any liability to you or to any other person if this Award is not so  exempt or compliant.        (b)   If and to the extent               (i)   any  portion  of  any  payment,  compensation  or  other  benefit              provided to you pursuant to the Plan in connection with your Employment              termination  constitutes  “nonqualified  deferred  compensation”  within  the              meaning of Section 409A of the Code, and                                                                           12                                         





 






               (ii)   you  are  a  specified  employee  as  defined  in  Section              409A(a)(2)(B)(i)  of  the  Code,  in  each  case  as  determined  by  the              Company in accordance with its procedures, by which determinations you              (through accepting this Award) agree that you are bound, such portion of              the payment, compensation or other benefit shall not be paid before the              day  that  is  six  months  plus  one  day  after  the  date  of  “separation  from              service”  (as  determined  under  Section  409A  of  the  Code)  (the “New              Payment  Date”),  except  as  Section  409A  of the  Code  may  then  permit.               The aggregate of any payments that otherwise would have been paid to              you  during  the  period  between  the  date  of  separation  from  service  and              the New Payment Date shall be paid to you in a lump sum on such New              Payment Date, and any remaining payments will be paid on their original              deferral schedule.   17.   Miscellaneous.        (a)   Awards Discretionary.  By accepting this Award, you acknowledge and  agree that  the  Plan  is  discretionary  in  nature  and  limited  in  duration, and  may  be  amended, cancelled, forfeited, or terminated by the Company, in its sole discretion, at  any  time. The  grant  of this  Award is  a  one-time  benefit  and  does  not  create  any  contractual  or  other  right  to  receive  an  award,  compensation or  benefits  in  lieu  of  an  award in the future. Future awards, if any, will be at the sole discretion of the Company,  including, but not limited to, the form and timing of an award, the number of shares of  Common Stock subject to an award, performance criteria, and forfeiture, clawback and  vesting provisions.         (b)   Company and Committee Discretion.  Sections 3, 4, 5, 6, 7 and 8 of  this Agreement are intended to comply with and meet the requirements of applicable law  and  related  implementing  regulations  regarding  incentive  compensation  and  will  be  interpreted  and  administered  accordingly  as  well  as  in  accordance  with  any  implementing policies and practices of the Company or its relevant Subsidiaries in effect  from  time  to  time.   In  making  determinations  under  such  Sections,  the  Company,  the  relevant Subsidiary  or  the Board,  as  applicable,  may  take  into  account,  in  its  sole  discretion, all factors that it deems appropriate or relevant.  Furthermore, the Company,  the  relevant  Subsidiary  or  the Board may,  as  applicable,  take  any  and  all  actions  it  deems necessary or appropriate in its sole discretion, as permitted by applicable law, to  implement the intent of Sections 4, 5, 6, 7 and 8, including suspension of vesting and  payment  pending  an  investigation  or  the  determination  by  the  Company,  the  relevant  Subsidiary or the Board, as applicable.  Each such Section is without prejudice to the  provisions of the other Sections, and the Company, the relevant Subsidiary or the Board  as applicable, may elect or be required to apply any or all of the provisions of Sections 3,  4, 5, 6, 7 and 8 to this Award. Sections 3, 4, 5, 6, 7 and 8 of this Agreement shall cease  to apply upon your death at any time provided, however, if a UK Clawback Event, SSB  Intl  GmbH  Identified  Staff  Clawback  Event, a  MC/EVP Clawback  Event or a  MC/EVP  Clawback Breach has occurred pursuant to Section 6, 7 or 8, respectively, at or prior to  your death, any amount that the Board has made a determination to recover under such  Section shall continue to be payable to the Company.        (c)   Voluntary Participation.  Your participation in the Plan is voluntary.  The  value  of  this  Award  is  an  extraordinary  item  of  compensation,  is  outside  the  scope  of  your  employment  contract,  if  any,  and  is  not  part  of  your  normal  or  expected                                        13                                       





 






                                          compensation for purposes of calculating any severance, resignation, redundancy, end  of  service  payments,  bonuses,  long-service  awards,  pension,  or retirement  benefits  or  similar payments.        (d)   Electronic Delivery.  The Company or any of its Subsidiaries may, in its  sole  discretion,  decide  to  deliver  any  documents  related  to  this  Award  by  electronic  means.   You  hereby  consent  to  receive  such  documents  by  electronic  delivery  and  agree  to  participate  in  the  Plan  through  an  on-line  or  electronic  system,  including  the  Website, established and maintained by the Company, any of its Subsidiaries, the Equity  Administrator or another party designated by the Company.        (e)   Electronic Acceptance.  By accepting this Award electronically,               (i)   you acknowledge and agree that you are bound by the terms of              this Agreement and the Plan and that you and this Award are subject to              all  of  the  rights,  power  and  discretion  of  the  Company,  its  Subsidiaries              and the Board set forth in this Agreement and the Plan; and                (ii)  this  Award  is  deemed  accepted  by  the  Company  and  the              Company shall be deemed to be bound by the terms of this Agreement.         (f)   Language.  By Participating in the Plan, you acknowledge that you are  sufficiently  proficient  in  English  or  have  consulted  with  an  advisor  who  is  sufficiently  proficient in English so as to allow  you to understand the terms and conditions of this  Agreement.  You  acknowledge  and  agree  that  it  is  your  express  intent  that  this  Agreement,  the  Plan  and  all  other  documents,  notices  and  legal  proceedings  entered  into,  given  or  instituted  pursuant  to  this  Award,  be  drawn  up  in  English.   If  you  have  received  this Agreement,  the  Plan  or  any  other  documents  related  to  this  Award  translated  into  a  language  other  than  English,  and  if  the  meaning  of  the  translated  version is different than the English version, the English version will prevail to the extent  permitted under local law.        (g)   Additional Requirements.  The Company reserves the right to impose  other requirements on this Award, any shares of Common Stock acquired pursuant to  this Award, and your participation in the Plan, to the extent the Company determines, in  its sole discretion, that such other requirements are necessary or advisable in order to  comply  with  local  laws,  rules  and  regulations or  to  facilitate  the operation  and  administration of this Award and the Plan.  Such requirements may include (but are not  limited to) requiring you to sign any agreements or undertakings that may be necessary  to accomplish the foregoing.  Further, issuance of Common Stock hereunder is subject  to compliance by the Company and you with all legal requirements applicable thereto,  including compliance with the requirements of 12 C.F.R. Part 359, and with all applicable  regulations of any stock exchange on which the Common Stock may be listed at the time  of issuance.        (h)   Public  Offering.  If  you  are  a  resident  and/or  employed  outside  the  United States, the grant of this Award is not intended to be a public offering of securities  in  your  country  of  residence  (and  country  of Employment,  if  different).   The  Company  has not submitted any registration statement, prospectus or other filings with the local  securities authorities (unless otherwise required under local law), and the grant of this  Award is not subject to the supervision of the local securities authorities.                                                                           14                                         





 






         (i)   Limitation  of  Liability.  No  individual  acting  as  a  director,  officer,  employee or agent of the Company or any of its Subsidiaries will be liable to you or any  other  person  for  any  action,  including  any  Award  forfeiture,  Award  recovery or other  discretionary action taken pursuant to this Agreement or any related implementing policy  or procedure of the Company.          (j)   Insider Trading.  By participating in the Plan, you agree to comply with  the Company’s policy on insider trading (to the extent that it is applicable to you).  You  further  acknowledge  that,  depending  on  your  country  of  residence  (and  country  of  Employment, if different) or your broker’s country of residence or where the shares of  Common  Stock  are  listed,  you  may  be  subject  to  insider  trading  restrictions  and/or  market  abuse  laws  which  may  affect  your  ability  to  accept,  acquire,  sell  or  otherwise  dispose of the shares of Common Stock, rights to shares of Common Stock (e.g., this  Award) or rights linked to the value of shares of Common Stock, during such times you  are considered to have “inside information” regarding the Company (as defined by the  laws or regulations in your country of residence (and country of Employment, if different).  Local  insider  trading  laws  and  regulations  may  prohibit  the  cancellation,  forfeiture or  amendment  of  orders  you  place  before  you  possess  inside  information.   Furthermore,  you are prohibited from (i) disclosing the inside information to any third party (other than  on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to  buy or sell securities.  You understand that third parties include fellow employees.  Any  restriction  under  these  laws  or  regulations is separate  from  and  in  addition  to  any  restrictions that may be imposed under any applicable Company insider trading policy.   You  hereby  expressly  acknowledge  that  it  is  your  responsibility to  be  informed  of  and  compliant  with  such  regulations,  and  should  consult  with  your  personal  advisor  for  additional information.        (k)   Exchange  Rates.  Neither  the  Company, your Employer  or  any  Subsidiary  shall  be  liable  for  any  foreign  exchange  rate  fluctuation,  where  applicable,  between your local currency and the United States dollar that may affect the value of an  Award  or  of  any  amounts  due  to  you  pursuant  to  the  settlement  of this Award  or  the  subsequent sale of any shares of Common Stock acquired under the Plan.        (l)   Applicable  Law.  This  Agreement shall  be  subject  to  and  governed  by  the  laws  of  the  Commonwealth  of  Massachusetts, United  States  of  America without  regard to that Commonwealth’s conflicts of law principles.   18.   Application of Local Law and Countries Addendum.          (a)   Notwithstanding Section 17(l), this Award shall be subject to all applicable  laws, rules and regulations of your country of residence (and country of Employment, if  different)  and any  special  terms  and  conditions  for  your  country  of  residence  (and  country of Employment, if different), including as set forth in the addendum that follows  this Agreement (“Countries Addendum”), but limited to the extent required by local law.   The Company reserves the right, in its sole discretion, to add to or amend the terms and  conditions set  out  in  the  Countries  Addendum as necessary  or  advisable  in  order  to  comply  with applicable laws,  rules  and  regulations or  to  facilitate  the  operation  and  administration  of this  Award and  the  Plan,  including  (but  not  limited to)  circumstances  where you transfer residence and/or Employment to another country.        (b)   As  a  condition  to this  Award,  you  agree  to  repatriate  all  payments  attributable  to  the Common  Stock acquired  under  the  Plan  in  accordance  with  local                                        15                                       





 






                                          foreign  exchange  rules  and  regulations  in  your  country  of  residence  (and  country  of  Employment, if different).  In addition, you also agree to take any and all actions, and  consent to any and all actions taken by the Company and its Subsidiaries, as may be  required to allow the Company and its Subsidiaries to comply with local laws, rules and  regulations  in  your  country  of  residence  (and  country  of Employment,  if  different).   Finally, you agree to take any and all actions as may be required to comply with your  personal legal, tax and other obligations under local laws, rules and regulations in your  country of residence (and country of Employment, if different).          19.   Data Privacy.     The  Company  is  located  at  One  Lincoln  Street,  Boston,  Massachusetts,  U.S.A.  and  grants Awards under the Plan to employees of the Company and its Subsidiaries in its  sole  discretion. You  should  carefully  review  the  following  information  about  the  Company’s data privacy practices in relation to your Award.        (a)   Data  Collection,  Processing  and  Usage. Pursuant  to  applicable  data  protection  laws,  you  are  hereby  notified that the  Company and  your  Employer collect,  process  and  use  certain  personal  data about  you  for  the  legitimate  interest  of  implementing,  administering  and  managing  the  Plan  and  generally  administering   Awards; specifically, including your name, home address, email address and telephone  number,  date  of  birth, social  security  number, social  insurance  number  or  other  identification  number,  salary,  citizenship,  job  title,  any  shares  of  Common  Stock  or  directorships  held  in  the  Company,  and  details  of  all Awards or  any  other incentive  compensation awards granted, canceled, forfeited, exercised, vested, or outstanding in  your favor, which the Company receives from you or your Employer. In granting Awards  under the Plan, the Company will collect your personal data for purposes of allocating  Awards and  implementing,  administering  and  managing  the  Plan.   The  Company’s  collection, processing and use of your personal data is necessary for the performance of  the Company’s contractual obligations under the Plan and pursuant to the Company’s  legitimate  interest  of  managing  and  generally  administering  employee incentive  compensation awards. Your refusal to provide personal data would make it impossible  for  the  Company  to  perform  its  contractual  obligations  and  may  affect  your  ability  to  participate in the Plan. As such, by participating in the Plan, you voluntarily acknowledge  the collection, processing and use of your personal data as described herein.           (b)   Equity Administrator. The Company transfers your personal data to the  Equity Administrator, which assists the Company with the implementation, administration  and management of the Plan.  In the future, the Company may select a different Equity  Administrator  and  share  your  personal  data  with  another  company  that  serves  in  a  similar  manner.   The Equity Administrator  will  open  an  account  for  you  to track  your  Award and to ultimately receive and trade shares of Common Stock acquired under the  Plan. You will be asked to agree on separate terms and acknowledge data processing  practices with the Equity Administrator, which is a condition to your ability to participate  in the Plan.         (c)   Data Retention. The Company will use your personal data only as long  as is necessary to implement, administer and manage your participation in the Plan or  as  required  to  comply  with legal  or  regulatory  obligations,  including  under  tax  and  security  laws.  If  the  Company  keeps  your  data  longer,  it  would  be  to  satisfy  legal  or                                                                          16                                         





 






   regulatory  obligations  and  the  Company’s  legal  basis  would  be  for  compliance  with  relevant laws or regulations.    For further information about the processing of your personal data, please see  the GHR Privacy Notice.                          *          *          *          *          *                                         17                                       





 






                                                                                    Exhibit I           [    ] Performance-Based Restricted Stock Unit Awards                                      o  Performance Period: The three (3) calendar years commencing January 1, [    ]     and ending on December 31, [    ].    o  The number of Restricted Stock Units eligible to vest is based 50% on the three-    year  simple  average  of  the return  on equity (“Average  ROE”) and  50%  on  the     three-year  simple  average  of  pre-tax  margin  (“Average  Margin”),  each  as     determined  under Generally  Accepted  Accounting  Principles  for  each  calendar     year [               ] of the period from January 1, [    ] to December 31, [    ] (the     “Performance Period”), adjusted to reflect events or items identified by the Board     (“Calculation  Adjustments”) such  as (i) any  formally  adopted  change  in,  or     elimination or addition of, an accounting standard or principle, or any change in     the  interpretation  thereof,  whether  identified  as  a  change,  error,  correction  or     otherwise  denominated,  by  the  Financial  Accounting  Standards  Board,  the     Securities  Exchange  Commission  or  its  staff,  the  Public  Company  Accounting     Oversight  Board,  or  any  other  competent  accounting  or  regulatory  body,  as     determined  by  the  Board  based  on  objective  information;  (ii)  any  non-    discretionary  change  in  tax  or  bank  regulatory  laws,  rules,  final  regulations  or     other binding interpretations or guidance issued by a competent regulatory body;     (iii) any acquisition, disposition, joint venture or restructuring by the Company of     a  business  or  portion  thereof,  however  structured  in  any  year  during  the     Performance Period; (iv) any merger and integration expenses in any year during     the Performance Period; (v) any restructuring expenses (e.g., cost of workforce     reductions,  facilities  or  lease  abandonments,  asset  impairments)  in  any  year     during the Performance Period; (vi) any impact (dilution and associated initial and     ongoing  expenses)  of share  buybacks  (or  cancellations  of  share  buybacks) or     securities  issuances  (debt  or  equity)  to  finance,  or  in  contemplation  of,     acquisitions or ventures in any year during the Performance Period; and (vii) any     settlement,  charge  or  other  payment  made  with  respect  to any  litigation  or     regulatory  matter  arising  from  events  that  occurred  prior  to the Performance     Period; provided, however, that for the avoidance of doubt, the Board retains the     discretionary right to disregard any Calculation Adjustment that would result in an     increase to Average ROE or to Average Margin and to reduce any Award for any     Performance Period for other material events or items that affect performance.       o  The Total Vesting Percentage will be determined by reference to the percentages     listed in Tables 1 and 2 below opposite the Average ROE and Average Margin,     respectively (the “Vesting Percentage”).  The Vesting Percentage for the Average     ROE  and  for  the  Average  Margin will  be  determined  under  Tables 1 and  2,     respectively, using linear interpolation to adjust between percentage points and     rounding up to the nearest one-tenth of one percent, as determined by the Board     in  its  sole  discretion. The  Average  ROE  Vesting  Percentage  and  the  Average     Margin Vesting Percentage will be added together to determine the Total Vesting     Percentage.       o  EMEA Risk Adjustment Percentage:  if you were employed in EMEA during all or     a portion of the [    ] calendar year performance period that resulted in the Award                                                                    18                                                      





 






                      grant,  the  number  of Restricted  Stock  Units  eligible  to  vest will  be  further  adjusted by the EMEA Risk Adjustment Percentage.  The EMEA Risk Adjustment  Percentage  will  be  determined in  accordance  with  the EMEA  Risk  Adjustment  Guidelines  in  effect  from  time  to  time (which  Guidelines  can  be  found  on  the  Website).  In no event shall application of the EMEA Risk Adjustment Percentage  result a number of  Restricted Stock Units  eligible to vest exceeding [applicable  %] of the Award.                                           Table 1: Average ROE Vesting Percentage                                                             Three-year                        [          ]          Average ROE                     Average ROE           Vesting Percentage                       [applicable %]           [applicable %]                      [applicable %]           [applicable %]                      [applicable %]           [applicable %]                      [applicable %]           [applicable %]                      [applicable %]           [applicable %]                      [applicable %]           [applicable %]                      [applicable %]           [applicable %]                      [applicable %]           [applicable %]                      [applicable %]           [applicable %]                      [applicable %]           [applicable %]                      [applicable %]           [applicable %]                      [applicable %]           [applicable %]                                      Table 2: Average Margin Vesting Percentage                                                             Three-year                         [         ]     Average Margin Vesting                   Average Margin             Percentage                      [applicable %]           [applicable %]                      [applicable %]           [applicable %]                      [applicable %]           [applicable %]                      [applicable %]           [applicable %]                      [applicable %]           [applicable %]                      [applicable %]           [applicable %]                      [applicable %]           [applicable %]                                                                                 19                                        





 






                                          [applicable %]           [applicable %]  [applicable %]           [applicable %]  [applicable %]           [applicable %]  [applicable %]           [applicable %]  [applicable %]           [applicable %]                                                                                     20                                         





 






                                     APPENDIX A                          COUNTRIES ADDENDUM             TO [     ] RESTRICTED STOCK UNIT AWARD AGREEMENT                                                             STATE STREET CORPORATION                        2017 STOCK INCENTIVE PLAN                                                           A. United States                    B. Australia                    C. Austria                    D. Belgium                    E. Brazil                    F. Brunei                    G. Canada                    H. Cayman Islands                    I. China                    J. Denmark                    K. France                    L. Germany                    M. Hong Kong                    N. India                    O. Ireland                    P. Italy                    Q. Japan                    R. Jersey                    S. Luxembourg                    T. Netherlands                    U. Norway                    V. Poland                    W. Singapore                    X. South Korea                    Y. Switzerland                    Z. Taiwan                    AA.   Thailand                    BB.   United Arab Emirates                    CC.   United Kingdom                                 A.  UNITED STATES  ______________________________________________________________________                                        In consideration of your receipt of this Award, you expressly agree to comply  with the  terms  and  conditions  below  without  regard  to  whether  or  not  any  amount  has  been  forfeited, paid, delivered or repaid, under this Award at any time, including the time you  separate from service with the Company and its Subsidiaries.  Failure to comply with the  terms and conditions of this Countries Addendum may result in the sole determination of                                        21                                       





 






                                          the Company in the forfeiture of any or all of the amounts remaining to be paid under this  Award.  In addition, your eligibility to participate in the Plan in the future, including any potential  future  grants  of  awards  under  the  Plan  (or  any  successor  incentive  plan  of  the  Company),  is  subject  to  and  conditioned  on  your  compliance  with  the  terms  and  conditions of this Countries Addendum.   This  Countries  Addendum  contains  a  covenant  not  to  compete  in  Paragraph  5 which  shall  apply  to  you under  the  circumstances  described  in  Paragraph  5.   You  should  review it carefully. You may consult with an attorney before accepting the Award. You  may consider whether you wish to accept the Award for up to 30 days from the date it  was  first  made  available  to  you  on  the  Website.  By  accepting  the  Award,  you  acknowledge and agree that it is fair and adequate consideration for the covenant not to  compete and other promises you make in this Countries Addendum.   All terms used herein shall have the meaning given to them in the Plan or this Award,  except as otherwise expressly provided herein.   1.    Confidentiality.          (a)   You acknowledge that you have access to Confidential Information which  is not generally known or made available to the general public and that such Confidential  Information  is  the  property  of  the  Company,  its  Subsidiaries  or  its  or  their  licensors,  suppliers  or  customers.  Subject  to  Paragraph 16,  below,  you  agree  specifically  as  follows,  in  each  case  whether  during  your Employment or  following  the  termination  thereof:               (i)   You  will  always  preserve  as  confidential  all  Confidential        Information, and will never use it for your own benefit or for the benefit of others;        this  includes  that  you  will  not  use  the  knowledge  of  activities  or  positions  in        clients’ securities portfolio accounts or cash accounts for your own personal gain        or for the gain of others.              (ii)  You  will  not  disclose,  divulge,  or  communicate  Confidential        Information to any unauthorized person, business or corporation during or after        the termination of your Employment with the Company and its Subsidiaries.  You        will  use  your  best  efforts  and  exercise  due  diligence  to  protect, to  not disclose        and to keep as confidential all Confidential Information.              (iii) You  will  not  initiate  or  facilitate  any  unauthorized  attempts  to        intercept data in transmission or attempt entry into data systems or files.  You will        not intentionally affect the integrity of any data or systems of the Company or any        of  its  Subsidiaries  through  the  introduction  of  unauthorized  code  or  data,  or        through  unauthorized  deletion  or  addition.   You  will  abide  by  all  applicable        Corporate Information Security procedures.              (iv)  Upon  the  earlier  of  request  or  termination  of Employment,  you        agree to return to the Company or the relevant Subsidiaries, or if so directed by        the Company or the relevant Subsidiaries, destroy any and all copies of materials        in your possession containing Confidential Information.        (b)   The  terms  of this  Countries  Addendum do  not  apply  to  any  information  which is previously known to you without an obligation of confidence or without breach of                                                                           22                                         





 






   this Countries Addendum, is publicly disclosed (other than by a violation by you of the  terms of this Countries Addendum) either prior to or subsequent to your receipt of such  information,  or  is  rightfully  received  by  you  from  a  third  party  without  obligation  of  confidence and other than in relation to your Employment with the Company or any of its  Subsidiaries.  State Street recognizes that certain disclosures of confidential information to appropriate  government  authorities or  other  designated  persons are  protected  by  “whistleblower”  and  other  laws.   Nothing  in this  Countries Addendum is  intended  to  or  should  be  understood or  construed to  prohibit  or  otherwise  discourage  such  disclosures.   State  Street will not tolerate any discipline or other retaliation against employees who properly  make such legally-protected disclosures.   2.    Assignment and Disclosure.          (a)   You acknowledge that, by reason of being employed by your Employer, to  the extent permitted by law, all works, deliverables, products, methodologies and other  work product conceived, created and/or reduced to practice by you, individually or jointly  with others, during the period of your Employment by your Employer and relating to the  Company  or  any  of  its  Subsidiaries or  demonstrably  anticipated  business,  products,  activities, research or development of the Company or any of its Subsidiaries or resulting  from any work performed by you for the Company or any of its Subsidiaries, including,  without limitation, any track record with which you may be associated as an investment  manager or fund manager (collectively, “Work Product”), that consists of copyrightable  subject matter is "work made for hire" as defined in the Copyright Act of 1976 (17 U.S.C.  §  101),  and  such  copyrights  are  therefore  owned,  upon  creation,  exclusively  by  State  Street. To the extent the foregoing does not apply and to the extent permitted by law,  you hereby assign and agree to assign, for no additional consideration, all of your rights,  title and interest in any Work Product and any intellectual property rights therein to State  Street.   You  hereby waive  in  favor  of State  Street any  and  all  artist’s  or  moral  rights  (including without limitation, all rights of integrity and attribution) you may have pursuant  to any state, federal or foreign laws, rules or regulations in respect of any Work Product  and all similar rights thereto.  You will not pursue any ownership or other interest in such  Work Product, including, without limitation, any intellectual property rights.         (b)   You  will  disclose  promptly  and  in  writing  to  the  Company  or  your  Employer all Work Product, whether or not patentable or copyrightable.  You agree to  reasonably cooperate with State Street:               (i)   to  transfer  to  State  Street  the Work  Product  and  any  intellectual        property rights therein;               (ii)  to obtain or perfect such right;               (iii) to execute all papers, at State Street’s expense, that State Street        shall  deem  necessary  to  apply  for  and  obtain  domestic  and  foreign  patents,        copyright and other registrations; and               (iv)  to protect and enforce State Street’s interest in them.          (c)   These obligations shall continue beyond the period of your Employment  with respect to inventions or creations conceived or made by you during the period of  your Employment.                                         23                                       





 






                                          3.    Non-Solicitation.         (a)   This Paragraph 3 shall apply to you at any time that you hold the title of  Vice President or higher.        (b)   You agree that, during your Employment and for a period of eighteen (18)  months from the date your Employment terminates for any reason you will not, without  the prior written consent of the Company or your Employer:               (i)   solicit,  directly  or  indirectly  (other  than  through  a  general        solicitation of employment not specifically directed to employees of the Company        or any of its Subsidiaries), the employment of, hire or employ, recruit, or in any        way  assist  another  in  soliciting  or  recruiting  the  employment  of,  or  otherwise        induce the termination of the employment of, any person who then or within the        preceding  twelve  (12)  months  was  an  officer  of  the  Company  or  any  of  its        Subsidiaries  (excluding  any  such  officer  whose  employment  was  involuntarily        terminated); or               (ii)  engage in the Solicitation of Business from any Client on behalf of        any person or entity other than the Company or any of its Subsidiaries.        (c)   Paragraph  3(b)(i)  above  shall  be  deemed  to  exclude  the  words  “hire  or  employ” if your work location is in California or New York, and shall be construed and  administered accordingly.        (d)   For purposes  of  this  Paragraph  3,  “officer”  shall  include  any  person  holding  a  position  title  of  Assistant  Vice  President or  higher.   Notwithstanding the  foregoing, this Paragraph 3 shall be inapplicable following a Change in Control.  4.    Notice Period Upon Resignation.          (a)   This Paragraph 4 shall apply to you at any time that you hold the title of  Vice President or higher.  If you are subject to an employment agreement that requires a  longer notice period, that employment agreement shall govern.        (b)   In  order  to  permit  the  Company  and  its  Subsidiaries  to  safeguard  their  business interests and goodwill in the event of your resignation from Employment for any  reason, you  agree  to  give  your  Employer  advance  notice  of  your  resignation.   The  duration of the advance notice you provide (the “Notice Period”) will be determined  at  the time you deliver such notice, as follows:              (i)   if you are a member of the Management Committee, you will give        180 days’ advance notice;              (ii)  if you are an Executive Vice President (but not a member of the        Management Committee), you will give ninety (90) days’ advance notice;               (iii) If  you  are  a  Senior  Vice  President  or  Senior  Managing  Director,        you will give sixty (60) days’ advance notice; and                            (iv)  if  you  are  a  Managing  Director  or  Vice  President,  you  will  give        thirty (30) days’ advance notice.        (c)   During the Notice Period, you will cooperate with your Employer, as well  as the Company and its Subsidiaries, and provide them with any requested information                                                                           24                                         





 






   to  assist  with  transitioning  your  duties,  accomplishing  its  or  their  business,  and/or  preserving its or their client relationships.          (d)   In  its  sole  discretion,  during  the  Notice  Period,  your  Employer  or  the  Company may place you on a partial or complete leave of absence and relieve you of  some  or  all  of  your  duties  and  responsibilities.   Except  as  provided  otherwise  in  (f)  below, at all times during the Notice Period you shall continue to be an employee of your  Employer, shall continue to receive your regular salary and benefits (although you may  not be eligible for any new incentive compensation awards or, subject to applicable law,  to  accrue  any  paid  vacation  time),  and  shall  continue  to  comply  with  the  applicable  policies of your Employer, the Company and its Subsidiaries.          (e)   You  agree  that  should  you  fail  to  provide  advance  notice  of  your  resignation as required in this Paragraph 4, your Employer, the Company or any of its  Subsidiaries shall be entitled to seek injunctive relief restricting you from employment for  a  period  equal  to  the  period  for  which  notice  of  resignation  was  required  but  not  provided, and for the period of restriction under Paragraph 5, if applicable, in addition to  any other remedies available under law.         (f)   If  you  have sixty  (60) or  fewer  days’  notice  remaining  in  your  required  Notice  Period  under  this  Paragraph  4,  your  Employer,  or  the  Company,  or  any  of  its  Subsidiaries may, at any time during the remainder of your Notice Period, release you  from  your  obligations  under  this  Paragraph  4  and  give  immediate  effect  to  your  resignation; provided that such action shall not affect your other obligations under this  Countries Addendum.          (g)   Notwithstanding  the  foregoing,  if  you  hold  the  title  of  Executive  Vice  President or  higher this  Paragraph  4  shall  not  apply  in  the  event  you  terminate  your  Employment for Good Reason on or prior to the first anniversary of a Change in Control  (each as defined in the Plan).   5.    Non-Competition.        (a)   This Paragraph 5 shall apply to you at all times during your Employment  and,  in  certain  circumstances,  will  continue  to  apply  following  the  termination  of  your  Employment.  You  should  review  it  carefully  and  may,  if  you  wish,  consult  with  an  attorney before accepting this Award.        (b)   During  your Employment, and following  its  termination for the  period  of  time  specified  in  Paragraph  5(c)  below (the  entire  period,  including  both  during  Employment  and  after  Employment,  if  any,  the  “Non-Compete  Period”), you  will  not,  anywhere  in  the  Restricted  Area, for  yourself  or any  other  person  or  entity,  directly  or  indirectly, in any Restricted Capacity, engage in, provide services to, consult for, or be  employed  by  a  business  that  provides  products  or  services  competitive  with  any  products  or  services  of your  Employer,  the  Company or  any  of  its Subsidiaries with  respect to which you were involved at any time during your Employment or, with respect  to the portion of the Non-Compete Period that follows termination of your Employment,  within the two years preceding the date of the termination of your Employment.        (c)   Unless one of the exceptions in Paragraph 5(d) applies to you, the Non- Compete Period will continue after the termination of your Employment for any reason  under the following circumstances:                                          25                                       





 






                                                                                                   Then the Non-      If at the time of termination:            Compete Period                                                 will continue for:             You were an Executive Vice President or       higher             You were a Vice President or higher and your       Employer was Charles River Development at any       time during the twelve (12) months immediately       preceding the termination of your Employment  12 months             You were a Client Executive (as so       designated by the Company or any Subsidiary) at       any time during the twelve (12) months       immediately preceding the termination of your       Employment.        If none of the above apply, but one of the                                                 Then the Non-      following was true at any time during the                                                 Compete Period       twelve (12) months immediately preceding the                                                 will continue for:       termination of your Employment:             You were a Managing Director, Senior       Managing Director or Senior Vice President                                                      6 months       working in one of the Specified Job Families       (defined below)            You were a Vice President working in one of                                                      3 months       the Specified Job Families   (d)   Exceptions--        (i)   If you reside in or have a primary reporting location in California,  then  this  Paragraph  5  applies  only  during  your Employment,  but  has  no  effect  after the termination of your Employment for any reason.        (ii)  If  you  reside  in  or  are  employed  in  Massachusetts  and  State  Street  terminates  your  employment  involuntarily  not  for  cause,  then  this  Paragraph 5 applies only during your Employment, but has no effect after such  termination. Here, “cause” means:         (1)   your Employer’s or the Company’s good faith determination that it              has  a reasonable  basis for dissatisfaction  with  your  Employment              for  reasons  such  as  lack  of  capacity  or  diligence,  failure  to              conform  to  usual  standards  of  conduct,  or  other  culpable  or              inappropriate behavior; or                                                                26                                                   





 






               (2)   other  grounds  for  discharge  that  are  reasonably  related,  in  your                    Employer’s  or  the  Company’s  honest  judgment,  to  the  needs  of                    the  business  of  your  Employer,  the  Company  or  any  of  its                    Subsidiaries.  In  addition,  if  you  violate  a  fiduciary  duty  to  your                    Employer, the Company or any of its Subsidiaries, then the post-                   employment portion of the Non-Compete Period shall be extended                    by the time during which you engage in such activities, for up to a                    total of 2 years following termination of your Employment.        (e)   “Restricted Area” means anywhere that your Employer, the Company or  any  of  its  Subsidiaries  markets  its  products  or  services  (which  you  acknowledge  specifically includes the entire world), or with respect to the portion of the Non-Compete  Period  that  follows  termination  of  your  Employment,  anywhere  in  which  you  provided  services  or  had  a  material  presence  or  influence  on  behalf  of  your  Employer,  the  Company  or  any of  its  Subsidiaries  at  any  time  within  the  2-year  period  immediately  preceding such termination.         (f)   “Restricted Capacity” means any capacity, or with respect to the portion  of the Non-Compete Period that follows termination of your Employment, any capacity  that  is  the  same  or  similar  to  the  capacity  in  which  you  were  employed  by  your  Employer, the Company or any of its Subsidiaries at any time within the 2-year period  immediately preceding such termination and/or involves any services that you provided  to your Employer, the Company or any of its Subsidiaries at any time within such 2-year  period.         (g)   “Specified  Job  Families”  are  those  job  families  which  State  Street  has  identified as having access to confidential and proprietary information, trade secrets, or  good will  that  require  protection  following  termination  of  Employment  for  any  reason.   Specified Job Families are listed in Appendix C.  You can find your Job Family in the  State  Street  human  resources information system  (in  MyWorkday,  navigate  to  View  Profile by  clicking  the cloud  icon  in  the upper  right corner  of  your  screen,  click  View  Profile, and then select the Job tab).   6.    Definitions – Countries  Addendum.  For  the  purpose  of this  Countries  Addendum, the following terms are defined as follows:          (a)   “Client” means a prospective, present or former customer or client of the  Company or any of its Subsidiaries with whom you have had, or with whom persons you  have  supervised  have  had,  substantive  and  recurring  personal  contact  during  your  Employment with the Company or any of its Subsidiaries.  A former customer or client  means a customer or client for which the Company or any of its Subsidiaries stopped  providing all services within twelve (12) months prior to the date your Employment with  your Employer ends.          (b)   “Confidential  Information”  includes  but  is  not  limited  to  all  trade  secrets,  trade  knowledge,  systems,  software,  code,  data  documentation,  files,  formulas,  processes,  programs,  training  aids,  printed  materials,  methods,  books,  records,  client  files,  policies  and  procedures,  client  and  prospect  lists,  employee  data  and  other  information relating to the operations of the Company or any of its Subsidiaries and to its  or  any  of  their  customers,  and  any  and  all  discoveries,  inventions  or  improvements  thereof made or conceived by you or others for the Company or any of its Subsidiaries  whether  or  not  patented  or  copyrighted,  as  well  as  cash  and  securities  account                                        27                                       





 






                                          transactions  and  position  records  of  clients,  regardless  of  whether  such  information  is  stamped “confidential.”         (c)    “Person” means an individual, a corporation, a limited liability company,  an  association,  a  partnership,  an  estate,  a  trust  and  any  other  entity  or  organization,  other than your Employer, the Company or any of its Subsidiaries.        (d)    “Solicitation  of  Business”  means  the  attempt  through  direct  or  indirect  contact by you or by any other Person with your assistance to induce a Client to:                (i)   transfer  the  Client’s  business  from  the  Company  or  any  of  its        Subsidiaries to any other person or entity;               (ii)  cease or curtail the Client’s business with the Company or any of        its Subsidiaries; or               (iii) divert  a  business  opportunity  from  the  Company  or  any  of  its        Subsidiaries to any other person or entity.          (e)   “Subsidiaries”  means  any  entity  controlling,  controlled  by  or  under  common control with the Company, including direct and indirect subsidiaries existing as  of the date of this Agreement or at any time in the future.   7.    Post-Employment  Cooperation.  You  agree  that,  following  the  termination  of  your Employment with the Company and its Subsidiaries, you will reasonably cooperate  with the Company or the relevant Subsidiary with respect to any matters arising during  or  related  to  your Employment,  including  but  not  limited  to  reasonable  cooperation  in  connection  with  any  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding  (even  if  such  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding arises following the date of this Award to which this Countries Addendum is  appended or following the termination of your Employment).  The Company or any of its  Subsidiaries  shall  reimburse  you  for  any  reasonable  out-of-pocket  and  properly  documented expenses you incur in connection with such cooperation.   8.    Non-Disparagement.  Subject  to  Paragraph  16,  below,  you  agree  that  during  your Employment and  following  the  termination  thereof  you  shall  not  make  any  false,  disparaging, or derogatory statements to any media outlet (including Internet-based chat  rooms, message boards, any and all social media, and/or web pages), industry groups,  financial  institutions,  or  to  any  current,  former  or  prospective  employees,  consultants,  clients,  or  customers  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 or financial condition of the Company or  any of its Subsidiaries.   9.    Enforcement.  You acknowledge and agree that the promises contained in this  Countries Addendum are necessary to the protection of the legitimate business interests  of your Employer, the Company and its Subsidiaries, including without limitation its and  their Confidential Information, trade secrets and goodwill, and are material and integral  to the undertakings of the Company under this Award to which this Countries Addendum  is appended.  You further agree that one or more of your Employer, the Company and its  Subsidiaries will be irreparably harmed in the event you do not perform such promises in  accordance  with  their  specific  terms  or  otherwise  breach  the  promises  made  herein.   Accordingly,  your  Employer,  the  Company  and  any  of  its  Subsidiaries  shall  each  be                                                                          28                                         





 






   entitled to preliminary or permanent injunctive or other equitable relief or remedy without  the need to post bond, and to recover its or their reasonable attorney’s fees and costs  incurred  in  securing  such  relief,  in  addition  to,  and  not  in  lieu  of,  any  other  relief  or  remedy at law to which it or they may be entitled.  You further agree that, the periods of  restriction contained in this Countries Addendum shall be tolled, and shall not run, during  any period in which you are in violation of the terms of this Countries Addendum, so that  your  Employer,  the  Company  and  its  Subsidiaries  shall  have  the  full  protection  of  the  periods  agreed  to  herein.  Should  the  Company  determine  that  any  portion  of  the  Common  Stock granted  to  you  in  connection  with  this  Award  are  to  be  forfeited  on  account  of  your  breach  of  the  provisions  of  this  Countries  Addendum,  any  unvested  portion of your Award will cease to vest upon such determination.   10.   No Waiver.  No delay by your Employer, the Company or any of its Subsidiaries  in exercising any right under this Countries Addendum 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 your Employer, the Company or any of its Subsidiaries 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.   11.   Relationship  to  Other  Agreements.  This Addendum supplements  and  does  not limit, amend or replace any other obligations you may have under applicable law or  any other agreement or understanding you may have with your Employer, the Company  or any of its Subsidiaries or pursuant to the applicable policies of any of them, whether  such  additional  obligations  have  been  agreed  to  in  the  past,  or  are  agreed  to  in  the  future.   12.   Interpretation  of  Business Protections.  The  agreements  made  by  you  in  Paragraphs 1, 2, 3, 4 and 5 above 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 of the provisions to this Countries Addendum is severable  and  independently  enforceable  without  reference  to  the  enforcement  of  any  other  provision.  If any restriction set forth in this Countries Addendum is found by any court of  competent jurisdiction to be unenforceable because it extends for too long a period of  time or over too great a range of activities or in too broad a geographic area, it shall be  interpreted  to  extend  only  over  the  maximum  period  of  time,  range  of  activities  or  geographic area as to which it may be enforceable.   13.   Assignment.  Except  as  provided  otherwise  herein, this  Countries  Addendum  shall  be  binding  upon  and  inure  to  the  benefit  of  both  parties  and  their  respective  successors and assigns, including any person or entity which acquires the Company or  its assets or business; provided, however, that your obligations are personal and may  not be assigned by you.    14.   Electronic  Acceptance.  By  accepting  this  Award  electronically,  you  will  be  deemed  to  have  acknowledged  and  agreed  that  you  are  bound  by  the  terms  of this  Countries Addendum, and it shall be deemed to have been accepted by the Company.   You  agree  that  this  electronic  acceptance  by  both  you  and  the  Company  shall  be  deemed equivalent to the Award having been signed by both parties.   15.   Notification  Requirement.  Until forty-five  (45) days  after  the  period  of                                         29                                       





 






                                          restriction under Paragraph 5 expires, you shall give notice to the Company of each new  business activity you plan to undertake, at least five (5) business days prior to beginning  any such activity.  Such notice shall state the name and address of the Person for whom  such  activity  is  undertaken  and  the  nature  of  your  business  relationship(s)  and  position(s) with such Person.  You shall provide the Company with such other pertinent  information concerning such business activity as the Company may reasonably request  in  order  to  determine  your  continued  compliance  with  your  obligations  under this  Countries Addendum.   16.   Certain Limitations.        (a)   Nothing in this Countries Addendum prohibits you from reporting possible  violations of federal law or regulation to any governmental agency or regulatory authority  or from making other disclosures that are protected under the whistleblower provisions  of federal law or regulation.  Moreover, nothing in this Countries Addendum requires you  to notify the Company that you have made any such report or disclosure.  However, in  connection  with  any  such  activity,  you  acknowledge  you  must  take  reasonable  precautions  to  ensure  that  any Confidential Information  that  is  disclosed  to  such  authority  is  not  made  generally  available  to  the  public,  including  by  informing  such  authority of the confidentiality of the same.        (b)   You shall not be held criminally or civilly liable under any Federal or state  trade secret law if you disclose a Company trade secret:               (i)   in  confidence  to  a  Federal, state,  or  local  government  official,        either directly or indirectly, or to an attorney, solely for the purposes of reporting        or investigating a suspected violation of law; or               (ii)  in  a  complaint  or  other  document  filed  in  a  lawsuit  or  other        proceeding, if such filing is made under seal.        (c)   Despite the foregoing, you also acknowledge that you are not permitted to  disclose  to  any  third-party,  including  any  governmental  or  regulatory  authority,  any  information learned in the course of your Employment that is protected from disclosure  by  any  applicable  privilege,  including  but  not  limited  to  the  attorney-client  privilege,  attorney  work  product  doctrine,  the  bank  examiner’s  privilege,  and/or  privileges  applicable to information covered by the Bank Secrecy Act (31 U.S.C. §§ 5311-5330),  including  information  that  would  reveal  the  existence  or  contemplated  filing  of  a  suspicious  activity  report.   Your  Employer,  the  Company  and  its  Subsidiaries  do  not  waive any applicable privileges or the right to continue to protect its and their privileged  attorney-client information, attorney work product, and other privileged information.                               *     *    *     *    *   *   *  Entire Agreement.  The Plan and the Agreement constitute the complete understanding  and agreement between the parties to the Agreement with respect to this Award, and  supersedes  and  cancels  any  previous  oral  or  written  discussions,  agreements  or  representations regarding this Award or the Common Stock.                                 B.  AUSTRALIA  ______________________________________________________________________                                                                             30                                         





 






   1.     Award  Conditioned  on  Satisfaction  of  Regulatory  Obligations.  If  you  are  (a) a  director  of  a  Subsidiary  incorporated  in  Australia,  or  (b)  a  person  who  is  a  management-level executive of a Subsidiary incorporated in Australia and who also is a  director  of  a  Subsidiary  incorporated  outside  of  Australia,  the  grant  of this Award  is  conditioned upon satisfaction of the shareholder approval provisions of section 200B of  the Corporations Act 2001 (Cth) in Australia.      2.    Tax  Deferral.   This  Award  is  intended  to  be  subject  to  tax  deferral  under  Subdivision 83A-C of the Income Tax Assessment Act 1997 (subject to the conditions  and requirements thereunder).    3.    Offer Document.  The terms of your Award incorporate the rules of the Plan, the  Agreement, this Countries Addendum and the provisions of the Offer Document found in  Appendix B.  The Offer Document is hereby incorporated into, and forms an integral and  material  part  of, the  Agreement and  this  Countries  Addendum.  By  accepting  your  Award,  you  will  be  bound  by  the  rules  of  the  Plan, the Agreement,  this  Countries  Addendum and the attached Offer Document.        4.    Non-Solicitation.         (a)   This Paragraph 4 shall apply to you at any time that you hold the title of  Vice President or higher.        (b)   You agree that, during your Employment and for a period of eighteen (18)  months from the date your Employment terminates for any reason you will not, without  the prior written consent of the Company or your Employer:               (i)   solicit,  directly  or  indirectly  (other  than  through  a  general        solicitation of employment not specifically directed to employees of the Company        or any of its Subsidiaries), the employment of, hire or employ, recruit, or in any        way  assist  another Person  in  soliciting  or  recruiting  the  employment  of,  or        otherwise induce the termination of the employment of, any person who then or        within the preceding twelve (12) months was an Officer of the Company or any of        its Subsidiaries (excluding any such Officer whose employment was involuntarily        terminated); or               (ii)  engage in the Solicitation of Business from any Client on behalf of        any Person other than the Company or any of its Subsidiaries.        (c)   “Confidential  Information”  includes  but  is  not  limited  to  all  trade  secrets,  trade  knowledge,  systems,  software,  code,  data  documentation,  files,  formulas,  processes,  programs,  training  aids, printed  materials,  methods,  books,  records,  client  files,  policies  and  procedures,  client  and  prospect  lists,  employee  data  and  other  information relating to the operations of the Company or any of its Subsidiaries and to its  or  any  of  their clients  or customers,  and  any  and  all  discoveries,  inventions  or  improvements thereof made or conceived by you or others for the Company or any of its  Subsidiaries  whether  or  not  patented  or  copyrighted,  as  well  as  cash  and  securities  account  transactions  and  position records  of  clients,  regardless  of  whether  such  information is stamped “confidential.”         (d)    “Solicitation  of  Business”  means  the  attempt  through  direct  or  indirect  contact by you or by any other Person with your assistance to induce a Client to:                                           31                                       





 






                                                      (i)   transfer  the  Client’s  business  from  the  Company  or  any  of  its        Subsidiaries to any other Person;               (ii)  cease or curtail the Client’s business with the Company or any of        its Subsidiaries; or               (iii) divert  a  business  opportunity  from  the  Company  or  any  of  its        Subsidiaries to any other Person.          (e)   “Officer” shall include any person holding a position title of Assistant Vice  President or  higher.   Notwithstanding  the  foregoing,  this Paragraph 4 shall  be  inapplicable following a Change in Control.  5.    Notice  and  Non-Compete. In  consideration  of  your  receipt  of  this  Award,  you  expressly  agree  to  comply  with  the  terms  and  conditions  below  without  regard  to  whether  or  not  any  amount  has  been  forfeited,  paid,  delivered  or  repaid,  under  this  Award at any time, including the time you separate from service with your Employer, the  Company and its Subsidiaries.  It is a condition of this Award that, if you fail to comply  with the terms and conditions below, then the Company may in its absolute discretion  determine that any or all of the amounts remaining to be paid under this Award should  be forfeited.  All terms used herein shall have the meaning given to them in the Plan or the Award,  except as otherwise expressly provided herein.     (a)   Notice Period Upon Resignation.                (i)   In order to permit the Company and its Subsidiaries to safeguard        their  business  interests  and  goodwill  in  the  event  of  your  resignation  from        Employment  for  any  reason,  if  you  hold  the  title  of  Vice  President  or  higher        immediately  prior  to  termination  of  your  Employment,  you  agree  to  give  your        Employer advance notice of your resignation. The duration of the advance notice        you provide (the “Notice Period”) will be determined by your title at the time you        deliver such notice, as follows:           (1)   If  you  are  a  member  of  the  State  Street  Corporation  Management           Committee, you will give 180 days’ advance notice in writing;            (2)   If  you  are  an Executive  Vice  President (but  not  a  member  of  the           Management Committee), you will give 90 days’ advance notice in writing;           (3)   If you are a Senior Vice President or Senior Managing Director, you           will give sixty (60) days’ advance notice; and           (4)   If you are a Managing Director or Vice President, you will give thirty           (30) days’ advance notice.           For the avoidance of doubt, the Notice Periods set out above shall be subject           always  to  any  contractual  obligation  you  have  to  give  a  longer  period  of           notice  of  termination  of  your  Employment  (whether  such  obligation  is           contained in your contract of Employment or any other agreement to which           you are a party).              (ii)  During the Notice Period, you will cooperate with your Employer,        as  well  as  the  Company  and  its  Subsidiaries,  and  provide  them  with  any        requested information to assist with transitioning your duties, accomplishing its or                                                                          32                                         





 






                     their business, and/or preserving its or their client and customer relationships. In    its sole discretion, during the Notice Period, your Employer or the Company may    place you on a partial or complete leave of absence and relieve you of some or    all of your duties and responsibilities. Except as provided otherwise in (iii)  below,    at all times during the Notice Period you shall continue to be an employee of your    Employer, shall continue to receive your regular salary and benefits and you will    continue to comply with the applicable policies of your Employer, the Company,    and  its  Subsidiaries.  However,  you  will  not  be  eligible  for  any  incentive    compensation  awards  made  on  or  after the first day  of the  Notice  Period  or to    accrue any vacation save as required by statute.          (iii) In  its sole  discretion,  at  any  time  during  the  Notice  Period,  the    Company or your   Employer may release you from your obligations under this    Paragraph  (a)  by  giving  immediate  effect  to  your  resignation  and  making  a    payment  of  basic  salary  in  lieu  of  any  remaining  portion  of  the  Notice  Period;    provided  that  such  action  shall  not  affect  your  other  obligations  under  this    Addendum.  (b) Non-Competition.           (i)  This  Paragraph  (b)  shall  apply  to  you  at  all  times  during  your    Employment  and,  in  certain  circumstances,  will  continue  to  apply  following  the    termination of your Employment.  You should review it carefully and may, if you    wish, consult with an attorney before accepting this Award.          (ii)  During  your  Employment  and  following  its  termination  for  the    period of time specified in Paragraph 5(b)(iii) below (the entire period, including    both  during  Employment  and  after  Employment,  if  any,  the  “Non-Compete    Period”),  you will not within the Restricted Territory, directly or indirectly, whether    as owner, director, partner, investor, consultant, agent, employee, co-venturer or    otherwise  and  whether  alone  or  in  conjunction  with  or  on  behalf  of  any  other    person:       (1) become  engaged,  employed,  concerned  or  interested  in  or  provide          technical,  commercial  or  professional  advice  to,  any  Person  which          supplies  or  provides  (or  intends  to  supply  or  provide)  Products  or          Services in competition with such parts of the business of the Employer or          any Relevant Group Company with which you were materially engaged or          involved or for which you were responsible during the Relevant Period;       (2) compete  with  your  Employer  or  any  Relevant  Group  Company,  or          undertake any planning for any business competitive with the business of          your Employer or any Relevant Group Company; or       (3) engage  in  any  manner  in  any  activity  that  is  directly  or  indirectly          competitive or potentially competitive with the business of your Employer,          or  any  Relevant  Group  Company  as  conducted  or  under  consideration          during  the  Relevant  Period  and  further  agree  not  to  work  or  provide          services,  in  any  capacity,  whether  as  an  employee,  independent          contractor or  otherwise,  whether  with  or  without  compensation,  to  any          Person  who  is  engaged  in  any  business  that  is  competitive  with  the          business  of  your  Employer  or  any  Relevant  Group  Company,  as          conducted or in planning during the Relevant Period.                                                                      33                                   





 






                                                      (iii) The  Non-Compete Period  will  continue  after  the  termination  of        your Employment for any reason under the following circumstances:                                                        Then the Non-            If at the time of termination:            Compete Period                                                       will continue for:                   You were an Executive Vice President or             higher                   You were a Vice President or higher and your             Employer was Charles River Development at any             time during the twelve (12) months immediately             preceding the termination of your Employment  12 months                   You were a Client Executive (as so             designated by the Company or any Subsidiary) at             any time during the twelve (12) months             immediately preceding the termination of your             Employment.              If none of the above apply, but one of the                                                       Then the Non-            following was true at any time during the                                                       Compete Period             twelve (12) months immediately preceding the                                                       will continue for:             termination of your Employment:                   You were a Managing Director, Senior             Managing Director or Senior Vice President                                                            6 months             working in one of the Specified Job Families             (defined below)                  You were a Vice President working in one of                                                            3 months             the Specified Job Families               (iv)  The period of months referred to in Paragraph 5(b)(iii) above will        be reduced by one day for every day during which, at the Employer’s direction,        you are on a complete leave of absence pursuant to Paragraph 5(a)(ii) above.              (v)   Nothing  in  this  Paragraph  (b)  shall  prevent  your  passive        ownership  of  two  percent  (2%)  or  less  of  the  equity  securities  of  any  publicly        traded company.        (c)   Definitions.  For the purpose of this Addendum, the following terms are  defined as follows:                (i)   “Client”  means  a  current  or  former  customer  or  client  of  the        Company  or  any  of  its  Subsidiaries  with  whom  you  have  had,  or  with  whom        persons  you  have  supervised  have  had,  substantive  and  recurring  personal                                                                           34                                         





 






         contact  during  the  Relevant  Period.  A  former  customer  or  client  means  a        customer  or  client  for  which  the  Company  or  any  of  its  Subsidiaries  stopped        providing  all  services  within  twelve  months  prior  to  the  date  your  Employment        with your Employer ends.                (ii)  “Products or Services” means any products or services which are        the same as, of the same kind as, of a materially similar kind to, or competitive        with, any products or services supplied or provided by your Employer or Relevant        Group  Company  and  with  which  you  were  materially  concerned  or  connected        within the Relevant Period.              (iii) “Person”  means  an  individual,  a  corporation,  a  limited  liability        company, an association, a partnership, a limited liability partnership, an estate,        a trust and any other entity or organization (whether conducted on its own or as        part  of  a  wider  entity),  other  than  your  Employer,  the  Company  or  any  of  its        Subsidiaries.              (iv)  “Relevant  Group  Company”  means  the  Company  and/or  any        Subsidiaries for which you have performed services or in respect of which you        have had operational or managerial responsibility at any time during the Relevant        Period.              (v)   “Relevant  Period”  means  the  period  of  24  months  immediately        before the date of termination of your Employment, or (where such provision is        applied) the date of commencement of any period of complete leave of absence        pursuant to Paragraph 3(a)(ii).              (vi)  “Restricted Territory” means any area or territory:                    1. in which you worked during the Relevant Period; and/or                    2. in  relation  to  which  you  were  responsible  for,  or  materially                       involved in, the supply of Products or Services in the Relevant                       Period.              (vii) “Specified Job Families” are those job families which State Street        has identified as having access to confidential and proprietary information, trade        secrets, or good will that require protection following termination of Employment        for any reason. Specified Job Families are listed in Appendix C.  You  can find        your Job  Family  in  the  State  Street  human  resources information system  (in        MyWorkday, navigate to View Profile by clicking the cloud icon in the upper right        corner of your screen, click View Profile, and then select the Job tab).             (viii) “Subsidiaries” means any entity controlling, controlled by or under        common  control  with  the  Company,  including direct  and  indirect  subsidiaries        existing as of the date of this Agreement or at any time in the future.                   6.    Post-Employment  Cooperation.   You  agree  that,  following  the  termination  of  your Employment with the Company and its Subsidiaries, you will reasonably cooperate  with the Company or the relevant Subsidiary with respect to any matters arising during  or  related  to  your  Employment,  including  but  not  limited  to  reasonable  cooperation  in  connection  with  any  litigation,  governmental  investigation,  or  regulatory or  other  proceeding  (even  if  such  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding arises following the date of this Award to which this Addendum is appended  or  following  the  termination  of  your  Employment).   The  Company  or  any  of its                                        35                                       





 






                                          Subsidiaries  shall  reimburse  you  for  any  reasonable  out-of-pocket  and  properly  documented expenses you incur in connection with such cooperation.  7.    Enforcement.  You acknowledge and agree that the promises contained in this  Countries Addendum are necessary to the protection of the legitimate business interests  of your Employer, the Company and its Subsidiaries, including without limitation its and  their confidential information, trade secrets and goodwill, and are material and integral to  the  undertakings  of  the  Company  under  this  Award  to  which  this  Addendum  is  appended.  You further agree that one or more of your Employer, the Company and its  Subsidiaries will be irreparably harmed in the event you do not perform such provisions  in accordance with their specific terms or otherwise breach the promises made herein.   Accordingly,  your  Employer,  the  Company  and  any  of  its  Subsidiaries  shall  each  be  entitled to preliminary or permanent injunctive or other equitable relief or remedy without  the need to post bond, and to recover its or their reasonable attorney’s fees and costs  incurred  in  securing  such  relief,  in  addition  to,  and  not  in  lieu  of,  any  other  relief  or  remedy at law to which it or they may be entitled, including the immediate forfeiture of  any as-yet unvested portion of the Award.   8.    No Waiver.  No delay by your Employer, the Company or any of its Subsidiaries  in exercising any right under this Addendum 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  your Employer, the Company or any of its Subsidiaries 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.  9.    Relationship  to  Other  Agreements.   This  Addendum  supplements  and  does  not limit, amend or replace any other obligations you may have under applicable law or  any other agreement or understanding you may have with your Employer, the Company  or any of its Subsidiaries or pursuant to the applicable policies of any of them, whether  such  additional  obligations  have  been  agreed  to  in  the  past,  or  are  agreed  to  in  the  future.  10.   Interpretation  of  Business  Protections.   The  agreements  made  by  you  in  Paragraphs 4  and 5  above  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  of  the  provisions  to  this  Addendum  is  severable  and  independently  enforceable without reference to the enforcement of any other provision.  Consistent with  the Restraint of Trade Act 1976 (NSW), if any restriction set forth in this Paragraph is  found by any court of competent jurisdiction to be unenforceable because it extends for  too  long  a  period  of  time  or  over  too  great  a  range  of  activities  or  in  too  broad  a  geographic area, it shall be interpreted to extend only over the maximum period of time,  range of activities or geographic area as to which it may be enforceable.  11.   Assignment.   Except  as  provided  otherwise  herein,  this  Addendum  shall  be  binding upon and inure to the benefit of both parties and their respective successors and  assigns,  including  any  person  or  entity  which  acquires  the  Company  or  its  assets  or  business; provided,  however,  that  your  obligations  are  personal  and  may  not  be  assigned by you.  12.   Electronic  Acceptance.   By  accepting  this  Award  electronically,  you  will  be  deemed  to  have  acknowledged  and  agreed  that  you  are  bound  by  the  terms  of  this  Addendum, and it shall be deemed to have been accepted by the Company.                                                                           36                                         





 






   13.   Notification Requirement. During the period of restriction under Paragraph 3(b)  above and for a further 45 days after that period of restriction has expired, you shall give  notice to the Company of each new business activity you plan to undertake, at least 5  business days prior to beginning any such activity.  Such notice shall state the name and  address  of  the  Person  for  whom  such  activity  is  undertaken  and  the  nature  of  your  business  relationship(s) and  position(s)  with  such  Person.   You  shall  provide  the  Company with such other pertinent information concerning such business activity as the  Company may reasonably request in order to determine your continued compliance with  your obligations under this Addendum.  14.   Certain Limitations.           (a) Nothing in this Addendum prohibits you from reporting possible violations              of United States federal law or regulation to any governmental agency or              regulatory  authority  or from  making  other  disclosures  that  are  protected              under  the  whistleblower  provisions  of  United  States  federal  law  or              regulation,  or  similar  Australian  law  or  regulation.   Moreover,  nothing  in              this Addendum requires you to notify the Company that you have made              any  such  report  or  disclosure.   However,  in  connection  with  any  such              activity,  you  acknowledge  you  must  take  reasonable  precautions  to              ensure that any confidential information that is disclosed to such authority              is not made generally available to the public, including by informing such              authority of the confidentiality of the same.           (b) Despite the foregoing, you also acknowledge that you are not permitted to              disclose  to  any  third-party,  including  any  governmental  or  regulatory              authority, any information learned in the course of your Employment that              is protected from disclosure by any applicable privilege, including but not              limited to the attorney-client privilege, attorney work product doctrine, the              bank  examiner’s  privilege,  and/or  privileges  applicable  to  information              covered  by  the  Bank  Secrecy  Act  (31  U.S.C. §§  5311-5330),  including              information  that  would  reveal  the  existence  or  contemplated  filing  of  a              suspicious  activity  report.   Your  Employer,  the  Company  and  its              Subsidiaries  do  not  waive  any  applicable  privileges  or  the  right  to              continue  to  protect  its  and their  privileged  attorney-client  information,              attorney work product, and other privileged information.                                                    C.    AUSTRIA  ______________________________________________________________________    No country-specific provisions.                                                                                                           D.    BELGIUM  ______________________________________________________________________    No country-specific provisions.                                                                                                            E.    BRAZIL                                         37                                       





 






                                          ______________________________________________________________________          1.    Compliance  with  Law.   By  accepting  the  Award,  you  expressly  acknowledge and agree to comply with applicable Brazilian laws and to pay any and all  applicable taxes associated with the vesting of the Award, the receipt of any dividends,  and the sale of shares of Common Stock acquired under the Plan.                2.    Labor  Law  Acknowledgment.   You expressly  acknowledge and agree  that, for all legal purposes, (a) the benefits provided pursuant to the Agreement and the  Plan  are  the  result  of  commercial  transactions  unrelated  to  your  Employment;  (b)  the  Agreement and the Plan are not a part of the terms and conditions of your Employment;  and (c) the income you realize from the Award, if any, is not part of your remuneration  from Employment.            BY  ELECTRONICALLY  ACCEPTING  THE   AGREEMENT    AND  THIS  COUNTRIES  ADDENDUM,  YOU  ACKNOWLEDGE,  UNDERSTAND  AND  AGREE  TO  THE  TERMS  AND  CONDITIONS  OF  THE  PLAN,  YOUR AGREEMENT    AND  THIS COUNTRIES  ADDENDUM.                                                                           F.    BRUNEI  ______________________________________________________________________                                           IMPORTANT  NOTICE.  WARNING:  The  contents  of  the  Agreement, this  Countries     Addendum, the Plan, and all other materials pertaining to this Award and/or the Plan     have not been reviewed by any regulatory authority in Brunei Darussalam.  You are     hereby advised to exercise caution in relation to the offer thereunder.  If you have     any doubts about any of the contents of the aforesaid materials, you should obtain     independent professional advice.                                                                                 1. Securities Law Notice.  The grant of the Award is made pursuant to a private        offering  exemption  under  section  117  of the  Securities  Markets  Order,  2013        ("SMO")  on  which  basis  it  is  exempt  from  the  prospectus  and  registration        requirements under  the  SMO  and  is  also  exempt  from  the  capital  markets  services        licensing  requirements  under  section  159(1)(d)  as  being  the  administration  of  an        employee participation scheme.          2. Assignment and Disclosure.          (a)   You acknowledge that, by reason of being employed by your Employer, to        the extent permitted by law, all works, deliverables, products, methodologies and        other  work  product  conceived,  created  and/or  reduced  to  practice  by  you,        individually or jointly with others, during the period of your Employment by your        Employer and relating to the Company or any of its Subsidiaries or demonstrably        anticipated  business,  products,  activities,  research  or  development  of  the        Company or any of its Subsidiaries or resulting from any work performed by you        for the Company or any of its Subsidiaries, including, without limitation, any track                                                                          38                                         





 






         record  with  which  you  may  be  associated  as  an  investment  manager  or  fund        manager  (collectively,  “Work  Product”),  that  consists  of  copyrightable  subject        matter is "work made for hire" as defined in the Copyright Order, 1999 and such        copyrights  are  therefore  owned,  upon  creation,  exclusively  by  State  Street.  To        the extent the foregoing does not apply and to the extent permitted by law, you        hereby assign  and  agree  to  assign,  for  no  additional  consideration,  all  of  your        rights, title and interest in any Work Product and any intellectual property rights        therein  to  State  Street.   You  hereby  waive  in  favor  of  State  Street  any  and  all        artist’s  or  moral rights  (including  without  limitation,  all  rights  of  integrity  and        attribution) you may have pursuant to any state, federal or foreign laws, rules or        regulations in respect of any Work Product and all similar rights thereto.  You will        not  pursue  any  ownership  or  other  interest  in  such  Work  Product,  including,        without limitation, any intellectual property rights.         (b)   You  will  disclose  promptly  and  in  writing  to  the  Company  or  your        Employer  all  Work  Product,  whether  or  not  patentable  or  copyrightable.   You        agree to reasonably cooperate with State Street:               (i)   to  transfer  to  State  Street  the Work  Product  and  any  intellectual        property rights therein;               (ii)  to obtain or perfect such rights;               (iii) to execute all papers, at State Street’s expense, that State Street        shall  deem  necessary  to  apply  for  and  obtain  domestic  and  foreign  patents,        copyright and other registrations; and               (iv)  to protect and enforce State Street’s interest in them.          (c)   These obligations shall continue beyond the period of your Employment        with  respect  to  inventions  or creations  conceived  or  made  by  you  during  the        period of your Employment.  3.    Confidentiality.          (a)   You acknowledge that you have access to Confidential Information which        is  not  generally  known  or  made  available  to  the  general  public  and  that  such        Confidential Information is the property of the Company, its Subsidiaries or its or        their  licensors,  suppliers  or  customers.   Subject  to  Paragraph 15,  below,  you        agree specifically as follows, in each case whether during your Employment or        following the termination thereof:               (i)   You  will  always  preserve  as  confidential  all  Confidential        Information, and will never use it for your own benefit or for the benefit of others;        this  includes  that  you  will  not  use  the  knowledge  of  activities  or  positions  in        clients’ securities portfolio accounts or cash accounts for your own personal gain        or for the gain of others.              (ii)  You  will  not  disclose,  divulge,  or  communicate  Confidential        Information to any unauthorized person, business or corporation during or after        the termination of your Employment with the Company and its Subsidiaries.  You        will  use  your  best  efforts  and  exercise  due  diligence  to  protect, to  not disclose        and to keep as confidential all Confidential Information.              (iii) You  will  not  initiate  or  facilitate  any  unauthorized  attempts to        intercept data in transmission or attempt entry into data systems or files.  You will                                        39                                       





 






                                                not intentionally affect the integrity of any data or systems of the Company or any        of  its  Subsidiaries  through  the  introduction  of  unauthorized  code  or  data,  or        through  unauthorized  deletion  or  addition.   You  will  abide  by  all  applicable        Corporate Information Security procedures.              (iv)  Upon  the  earlier  of  request  or  termination  of  Employment,  you        agree to return to the Company or the relevant Subsidiaries, or if so directed by        the Company or the relevant Subsidiaries, destroy any and all copies of materials        in your possession containing Confidential Information.        (b)   The  terms  of  this  Countries  Addendum  do  not  apply  to  any  information        which is previously known to you without an obligation of confidence or without        breach  of  this  Countries  Addendum,  is  publicly  disclosed  (other  than  by  a        violation  by  you  of  the  terms  of  this  Countries  Addendum)  either  prior  to  or        subsequent  to  your  receipt  of  such  information,  or  is  rightfully  received  by  you        from  a  third  party  without  obligation  of  confidence  and  other  than  in relation  to        your Employment with the Company or any of its Subsidiaries.  State Street recognizes that certain disclosures of confidential information to appropriate  government authorities  or  other  designated  persons  are  protected  by  “whistleblower”  and  other  laws.   Nothing  in  this  Countries Addendum is  intended  to  or  should  be  understood  or  construed  to  prohibit  or  otherwise  discourage  such  disclosures.   State  Street will not tolerate any discipline or other retaliation against employees who properly  make such legally-protected disclosures.   4.    Non-Solicitation.         (a)   This Paragraph 4 shall apply to you at any time that you hold the title of        Vice President or higher.        (b)   You agree that, during your Employment and for a period of eighteen (18)        months from the date your Employment terminates for any reason you will not,        without the prior written consent of the Company or your Employer:               (i)   solicit,  directly  or  indirectly  (other than  through  a  general        solicitation of employment not specifically directed to employees of the Company        or any of its Subsidiaries), the employment of, hire or employ, recruit, or in any        way  assist  another  in  soliciting  or  recruiting  the  employment  of,  or otherwise        induce the termination of the employment of, any person who then or within the        preceding  twelve  (12)  months  was  an  officer  of  the  Company  or  any  of  its        Subsidiaries  (excluding  any  such  officer  whose  employment  was  involuntarily        terminated); or               (ii)  engage in the Solicitation of Business from any Client on behalf of        any person or entity other than the Company or any of its Subsidiaries.        (c)   “Officer” shall include any person holding a position title of Assistant Vice              President or  higher.   Notwithstanding  the  foregoing,  this Paragraph  4              shall be inapplicable following a Change in Control          5.    Notice and Non-Compete.  In consideration of your receipt of this Award, you  expressly  agree  to  comply  with  the  terms  and  conditions  below without  regard  to  whether  or  not  any  amount  has  been  forfeited,  paid,  delivered  or  repaid,  under  this  Award at any time, including the time you separate from service with your Employer, the                                                                          40                                         





 






   Company and its Subsidiaries.  It is a condition of this Award that, if you fail to comply  with the terms and conditions below, then the Company may in its absolute discretion  determine that any or all of the amounts remaining to be paid under this Award should  be forfeited.    All terms used herein shall have the meaning given to them in the Plan or this Award,  except as otherwise expressly provided herein.     (a)  Notice Period Upon Resignation.                (i)   In order to permit the Company and its Subsidiaries to safeguard        their  business  interests  and  goodwill  in  the  event  of  your  resignation  from        Employment for any reason, you agree to give your Employer advance notice of        your  resignation.   The  duration  of  the  advance  notice  you  provide  (the  “Notice        Period”) will be determined by your title at the time you deliver such notice, as        follows:              (A)  if you  are  a  member  of the  State  Street  Corporation Management              Committee, you will give 180 days’ advance notice;               (B)  if  you  are  an Executive  Vice  President (but  not  a  member  of  the              Management Committee), you will give ninety (90) days’ advance notice;                 (C) if you are a Senior Vice President or Senior Managing Director, you                will give sixty (60) days’ advance notice; and              (D) If you are a Managing Director or Vice President, you will give thirty              (30) days’ advance notice.         For the  avoidance  of  doubt,  the  Notice  Periods  set  out  above  shall  be  subject        always to any contractual obligation you have to give a longer period of notice of        termination  of  your  Employment  (whether  such  obligation  is  contained  in  your        contract of Employment or any other agreement to which you are a party).              (ii)  During the Notice Period, you will cooperate with your Employer,        as  well  as  the  Company  and  its  Subsidiaries,  and  provide  them  with  any        requested information to assist with transitioning your duties, accomplishing its or        their business, and/or preserving its or their client relationships.                (iii) In its sole discretion, during the Notice Period, your Employer or        the  Company  may  place  you  on  a  partial  or  complete  leave  of  absence  and        relieve you of some or all of your duties and responsibilities.  Except as provided        otherwise in Paragraph (iv) below, at all times during the Notice Period you shall        continue  to  be  an  employee  of  your  Employer,  shall  continue  to  receive  your        regular  salary  and  benefits  and  you  will  continue  to  comply  with  the  applicable        policies of your Employer, the Company, and its Subsidiaries.  However, you will        not be eligible for any incentive compensation awards made on or after the first        day of the Notice Period or to accrue any vacation save as required by statute.              (iv)  In  its  sole  discretion,  at  any  time  during  the  Notice  Period,  the        Company  or  your  Employer  may  release  you  from  your  obligations  under  this        Section 4 by giving immediate effect to your resignation and making a payment in        lieu  of  any notice  due;  provided  that  such  action  shall  not  affect  your  other        obligations under this Countries Addendum.                                           41                                       





 






                                                         (b)  Non-Competition.             (i)    This Paragraph  5(b) shall  apply  to  you  at all  times  during  your       Employment  and,  in  certain  circumstances,  will  continue  to  apply  following the       termination of your Employment.  You should review it carefully and may, if you       wish, consult with an attorney before accepting this Award.             (ii)    During  your Employment and  following  its  termination  for the       period of time specified in Paragraph 5(b)(iii) below (the entire period, including       both  during  Employment  and  after  Employment,  if  any,  the  “Non-Compete       Period”), you will not within the Restricted Territory, directly or indirectly, whether       as owner, director, partner, investor, consultant, agent, employee, co-venturer or       otherwise  and  whether  alone  or  in  conjunction  with  or  on  behalf  of  any  other       person:             (A) become  engaged,  employed,  concerned  or  interested  in  or  provide             technical,  commercial  or  professional  advice  to,  any  Person  which             supplies  or  provides  (or  intends  to  supply  or  provide)  Products  or             Services in competition with such parts of the business of the Employer or             any Relevant Group Company with which you were materially engaged or             involved or for which you were responsible during the Relevant Period;             (B) compete  with  your  Employer  or  any  Relevant  Group  Company,  or             undertake any planning for any business competitive with the business of             your Employer or any Relevant Group Company; and/or             (C) engage  in  any  manner  in  any  activity  that  is  directly  or  indirectly             competitive or potentially competitive with the business of your Employer,             or  any  Relevant  Group  Company  as  conducted  or  under  consideration             during  the  Relevant  Period  and  further  agree  not  to  work  or  provide             services,  in  any  capacity,  whether  as  an  employee,  independent             contractor  or  otherwise,  whether  with  or  without  compensation,  to  any             Person  who  is  engaged  in  any  business  that  is  competitive  with  the             business  of  your  Employer  or  any  Relevant  Group  Company,  as             conducted or in planning during the Relevant Period.                    (iii)     The Non-Compete Period will continue after the termination of       your Employment for any reason under the following circumstances:                                                       Then the Non-           If at the time of termination:            Compete Period                                                      will continue for:                  You were an Executive Vice President or            higher                  You were a Vice President or higher and your 6 months            Employer was Charles River Development at any            time during the twelve (12) months immediately            preceding the termination of your Employment                                                                         42                                                        





 






                   You were a Client Executive (as so             designated by the Company or any Subsidiary) at             any time during the twelve (12) months             immediately preceding the termination of your             Employment.              If none of the above apply, but one of the                                                       Then the Non-            following was true at any time during the                                                       Compete Period             twelve (12) months immediately preceding the                                                       will continue for:             termination of your Employment:                   You were a Managing Director, Senior             Managing Director or Senior Vice President                                                            6 months             working in one of the Specified Job Families             (defined below)                  You were a Vice President working in one of                                                             3  months             the Specified Job Families                          (iv)     The period of months referred to in Paragraph 5 (b)(iii) above        will  be  reduced  by  one  day  for  every  day  during  which,  at  the  Company’s        direction, you are on a complete leave of absence pursuant to Paragraph  5(a)(iii)        above.  6.    Definitions – Countries  Addendum.  For  the  purpose  of  this  Countries  Addendum, the following terms are defined as follows:          (a)   “Client” means a prospective, present or former customer or client of the        Company  or  any  of  its  Subsidiaries  with  whom  you  have  had,  or  with  whom        persons  you  have  supervised  have  had,  substantive  and  recurring  personal        contact during your Employment with the Company or any of its Subsidiaries.  A        former customer or client means a customer or client for which the Company or        any of its Subsidiaries stopped providing all services within twelve (12) months        prior to the date your Employment with your Employer ends.          (b)   “Confidential  Information”  includes  but  is  not  limited  to  all  trade  secrets,        trade knowledge, systems, software, code, data documentation, files, formulas,        processes, programs, training aids, printed materials, methods, books, records,        client files, policies and procedures, client and prospect lists, employee data and        other  information  relating  to  the  operations  of  the  Company  or  any  of  its        Subsidiaries  and  to  its  or  any  of  their  customers,  and  any  and  all  discoveries,        inventions or improvements thereof made or conceived by you or others for the        Company or any of its Subsidiaries whether or not patented or copyrighted, as        well as cash and securities account transactions and position records of clients,        regardless of whether such information is stamped “confidential.”         (c)   “Person”  means  an  individual,  a  corporation,  a  limited  liability  company,        an  association,  a  partnership,  an  estate,  a  trust  and  any  other  entity  or                                         43                                       





 






                                                organization  (whether  conducted  on  its  own  or  as  part  of  a  wider  entity),  other        than your Employer, the Company or any of its Subsidiaries.         (d)   “Products  or  Services”  means  any  products  or  services  which  are  the        same as, of the same kind as, of a materially similar kind to, or competitive with,        any  products  or  services  supplied  or  provided  by  your  Employer  or  Relevant        Group Company  and  with  which  you  were  materially  concerned  or  connected        within the Relevant Period.        (e)   “Relevant Group Company” means the Company and/or any Subsidiaries        for  which  you  have  performed  services  or  in  respect  of  which  you  have  had        operational or managerial responsibility at any time during the Relevant Period.        (f)   “Relevant Period” means the period of 24 months immediately before the        date of termination of your Employment, or (where such provision is applied) the        date of commencement of any period of complete leave of absence pursuant to        Paragraph 5(a)(iii).        (g)   “Restricted Territory” means any area or territory:              (i)   in which you worked during the Relevant Period; and/or              (ii)  in  relation  to  which  you  were  responsible  for,  or  materially                    involved  in,  the  supply  of  Products or  Services  in  the  Relevant                    Period.        (h)    “Solicitation  of  Business”  means  the  attempt  through  direct  or  indirect        contact by you or by any other Person with your assistance to induce a Client to:                (i)   transfer  the  Client’s  business  from  the  Company  or  any  of  its              Subsidiaries to any other person or entity;               (ii)  cease or curtail the Client’s business with the Company or any of              its Subsidiaries; or               (iii) divert  a  business  opportunity  from  the  Company  or  any  of  its              Subsidiaries to any other person or entity.          (i)   “Specified  Job  Families”  are  those job families  which  State  Street  has        identified  as  having  access  to  confidential  and  proprietary  information,  trade        secrets, or good will that require protection following termination of Employment        for any reason. Specified Job Families are listed in Appendix C.  You  can find        your Job  Family  in  the  State  Street  human  resources information system  (in        MyWorkday, navigate to View Profile by clicking the cloud icon in the upper right        corner of your screen, click View Profile, and then select the Job tab).        (j)   “Subsidiaries”  means  any  entity  controlling,  controlled  by  or  under        common  control  with  the  Company,  including  direct  and  indirect  subsidiaries        existing as of the date of this Agreement or at any time in the future.  7.    Post-Employment  Cooperation.  You  agree  that,  following  the  termination  of  your Employment with the Company and its Subsidiaries, you will reasonably cooperate  with the Company or the relevant Subsidiary with respect to any matters arising during  or  related  to  your  Employment,  including  but  not  limited  to  reasonable  cooperation  in  connection  with  any  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding  (even  if  such  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding arises following the date of this Award to which this Countries Addendum is                                                                          44                                         





 






   appended or following the termination of your Employment).  The Company or any of its  Subsidiaries  shall  reimburse  you  for  any  reasonable  out-of-pocket  and  properly  documented expenses you incur in connection with such cooperation.    8.    Enforcement.  You acknowledge and agree that the promises contained in this  Countries Addendum are necessary to the protection of the legitimate business interests  of your Employer, the Company and its Subsidiaries, including without limitation its and  their Confidential Information, trade secrets and goodwill, and are material and integral  to the undertakings of the Company under this Award to which this Countries Addendum  is appended.  You further agree that one or more of your Employer, the Company and its  Subsidiaries will be irreparably harmed in the event you do not perform such promises in  accordance  with  their  specific  terms  or  otherwise  breach  the  promises  made  herein.   Accordingly,  your  Employer,  the  Company  and  any  of  its  Subsidiaries  shall  each  be  entitled to preliminary or permanent injunctive or other equitable relief or remedy without  the need to post bond, and to recover its or their reasonable attorney’s fees and costs  incurred  in  securing  such  relief,  in  addition  to,  and  not  in  lieu  of,  any  other  relief  or  remedy at law to which it or they may be entitled, including the immediate forfeiture of  any  as-yet  unvested  portion  of  this  Award.   You  further  agree  that,  the  periods  of  restriction contained in this Countries Addendum shall be tolled, and shall not run, during  any period in which you are in violation of the terms of this Countries Addendum, so that  your  Employer,  the  Company  and  its  Subsidiaries  shall  have  the  full  protection  of  the  periods agreed to herein.          9.    No Waiver.  No delay by your Employer, the Company or any of its Subsidiaries  in exercising any right under this Countries Addendum 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 your Employer, the Company or any of its Subsidiaries 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.    10.   Relationship  to  Other  Agreements.  This  Addendum  supplements  and  does  not limit, amend or replace any other obligations you may have under applicable law or  any other agreement or understanding you may have with your Employer, the Company  or any of its Subsidiaries or pursuant to the applicable policies of any of them, whether  such  additional  obligations  have  been  agreed  to  in  the  past,  or  are  agreed  to  in  the  future.     11.   Interpretation  of  Business  Protections.  The  agreements  made  by  you  in  Paragraphs 3, 4 and 5 above 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  of  the  provisions  to  this  Countries Addendum is  severable  and  independently enforceable without reference to the enforcement of any other provision.   If any restriction set forth in this Countries Addendum is found by any court of competent  jurisdiction to be unenforceable because it extends for too long a period of time or over  too great a range of activities or in too broad a geographic area, it shall be interpreted to  extend only over the maximum period of time, range of activities or geographic area as  to which it may be enforceable.     12.   Assignment.  Except  as  provided  otherwise  herein,  this  Countries  Addendum                                        45                                       





 






                                          shall  be  binding  upon  and  inure  to  the  benefit  of  both  parties  and  their  respective  successors and assigns, including any person or entity which acquires the Company or  its assets or business; provided, however, that your obligations are personal and may  not be assigned by you.      13.   Electronic  Acceptance.  By  accepting  this  Award  electronically,  you  will be  deemed  to  have  acknowledged  and  agreed  that  you  are  bound  by  the  terms  of  this  Countries Addendum,  and  it  shall  be  deemed  to  have  been  accepted  by   and  the  Company shall be deemed equivalent to the Award having been signed by both parties.     14.   Notification Requirement.  Until  forty-five  (45)  days  after  the  period  of  restriction under Paragraph 5(b) expires, you shall give notice to the Company of each  new  business  activity  you  plan  to  undertake,  at  least  five  (5)  business  days  prior  to  beginning any such activity.  Such notice shall state the name and address of the Person  for whom such activity is undertaken and the nature of your business relationship(s) and  position(s) with such Person.  You shall provide the Company with such other pertinent  information concerning such business activity as the Company may reasonably request  in  order  to  determine  your  continued  compliance  with  your  obligations  under  this  Countries Addendum.     15.   Certain Limitations             (a) Nothing  in  this  Countries Addendum prohibits  you  from  reporting  possible        violations of  any  applicable law or  regulation  to  any  governmental  agency  or        regulatory authority or from making other disclosures that are protected under the        whistleblower provisions of any applicable law or regulation.  Moreover, nothing        in  this  Countries Addendum requires  you  to  notify  the  Company  that  you  have        made  any  such  report  or  disclosure.   However,  in  connection  with  any  such        activity, you acknowledge you must take reasonable precautions to ensure that        any  Confidential  Information  that  is  disclosed  to  such  authority  is  not  made        generally  available  to  the  public,  including  by  informing  such  authority  of  the        confidentiality of the same.     (b) Despite the foregoing, you also acknowledge that you are not permitted to        disclose to any third-party, including any governmental or regulatory authority,        any information learned in the course of your Employment that is protected from        disclosure by any applicable privilege, including but not limited to the attorney-       client privilege, attorney work product doctrine, the bank examiner’s privilege,        and/or privileges applicable to information covered by the Banking Order, 2006        and any applicable law or regulation, including information that would reveal the        existence or contemplated filing of a suspicious activity report.  Your Employer,        the Company and its Subsidiaries do not waive any applicable privileges or the        right to continue to protect its and their privileged attorney-client information,        attorney work product, and other privileged information.                                                                       G.   CANADA  ______________________________________________________________________                                                                             46                                         





 






         1.    Settlement in Shares of Common Stock.  Notwithstanding anything to  the contrary in the Agreement, this Countries Addendum or the Plan, your Award shall  be settled only in shares of Common Stock (and may not be settled in cash).          2.    Use of English Language.  The following provision will apply if you are a  resident of Quebec:          You acknowledge and agree that it is your express wish that the Agreement, as        well  as  all  documents,  notices  and  legal  proceedings  entered  into,  given  or        instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in        English.          In French:          Vous  reconnaissez  et  consentez  que  c’est  votre  souhait exprès  qui  cet        accord,  de  même  que  tous  documents,  toutes  notifications  et  tous        procédés  légaux  est  entré  dans,  donné  ou  instituté  conformément  ci-       annexé  ou  relatant  directement  ou  indirectement  ci-annexé,  est  formulé        dans l’anglais.                Une version française de cet Accord peut être consultée sur l’intranet.                               H.  CAYMAN ISLANDS                                                 ______________________________________________________________________    No country-specific provisions.                                                                                                                                                   I.  CHINA  ______________________________________________________________________          1.    Award Conditioned on Satisfaction of Regulatory Obligations.  If you  are a national of the Peoples’ Republic of China (“PRC”), this Award is conditioned upon  the  Company  securing  all  necessary  approvals  from  the  PRC  State  Administration  of  Foreign Exchange (“SAFE”) to permit the operation of the Plan and the participation of  PRC  nationals  employed  by  the  Company  or  a  Subsidiary,  as  determined  by  the  Company in its sole discretion.         2.    Common Stock Must Remain With Equity Administrator.  You agree  to  hold  the  shares  of Common  Stock received  upon  settlement  of this Award  with  the  Equity Administrator until the shares are sold.         3.    Exchange Control Restrictions.  You understand and agree that, if you  are  subject  to  exchange  control  laws  in China,  you  will  be  required  immediately  to  repatriate to China the proceeds from the sale of any shares of Common Stock acquired  under  the  Plan.   You  further  understand  that  such  repatriation  of  proceeds  shall  be                                        47                                       





 






                                          effected through a special bank account established by the Company, and you hereby  consent  and  agree  that  proceeds  from  the  sale  of  shares  of Common  Stock acquired  under the Plan may be transferred to such account by the Company on your behalf prior  to being delivered to you and that no interest shall be paid with respect to funds held in  such account.  The proceeds may be paid to you in U.S. dollars or local currency at the  Company’s discretion.  If the proceeds are paid to you in U.S. dollars, you understand  that a U.S. dollar bank account in China must be established and maintained so that the  proceeds may be deposited into such account.  If the proceeds are paid to you in local  currency,  you  acknowledge  that  the  Company  is  under  no  obligation  to  secure  any  particular  exchange  conversion  rate  and that  the  Company  may  face  delays  in  converting  the  proceeds  to  local  currency  due  to  exchange  control  restrictions.   You  agree  to  bear  any  currency  fluctuation  risk  between  the  time  the  shares  of Common  Stock are sold and the net proceeds are converted into local currency and distributed to  you.  You further agree to comply with any other requirements that may be imposed by  the  Company  in  the  future  in  order  to  facilitate  compliance  with  exchange  control  requirements in China.         4.    Sale of Shares upon Termination of Employment.  If you are a PRC  national  and  you  cease  to  be  employed  by  the  Company  and  its  Subsidiaries  for  any  reason, you will be required to sell all shares of Common Stock acquired upon vesting of  this Award within such time frame as may be required by the SAFE or the Company (in  which case, by accepting this Award, you hereby expressly authorize the Company to  issue sales instructions on your behalf).  You agree to sign any additional agreements,  forms  and/or  consents  that  reasonably  may  be  requested  by  the  Company  (or  the  Company’s designated brokerage firm) to effectuate the sale of the shares of Common  Stock (including,  without  limitation,  as  to  the  transfer  of  the  sale  proceeds  and  other  exchange control matters noted above) and shall otherwise cooperate with the Company  with  respect  to  such  matters.   You  acknowledge  that  neither  the  Company  nor  the  designated brokerage firm is under any obligation to arrange for such sale of shares of  Common Stock at any particular price (it being understood that the sale will occur in the  market) and that broker’s fees and similar expenses may be incurred in any such sale.   In any event, when the shares of Common Stock are sold, the sale proceeds, less any  withholding of  Tax-Related  Items,  any  broker’s  fees or  commissions,  and  any  similar  expenses  of  the  sale  will  be  remitted  to  you  in  accordance  with  applicable  exchange  control laws and regulations.         5.    Administration.  The Company shall not be liable for any costs, fees, lost  interest  or  dividends  or  other losses  you  may  incur  or  suffer  resulting  from  the  enforcement of the terms of this Countries Addendum or otherwise from the Company’s  operation  and  enforcement  of  the  Plan, the  Agreement and this Award  in  accordance  with  Chinese  law  including,  without  limitation,  any  applicable  SAFE  rules,  regulations  and requirements.                                                                        J.  DENMARK  _____________________________________________________________________          Danish Stock Option Act. In accepting the Award, you acknowledge                                                                           48                                         





 






   and  agree  that  the  Award  may  be  subject  to additional  terms  and  conditions,  to  the  extent the Danish Stock Option Act applies to the Award.                                                                       K.  FRANCE  ______________________________________________________________________            French Language Version.  You may obtain a copy the Agreement in French on  the Fidelity Website.            In French:  Une version française de cet Accord peut être consultée sur l’intranet.                                     L.   GERMANY                                                 ______________________________________________________________________    Subsection (a)(ii) of Section 4 General Circumstances of Forfeiture shall not apply to an  Award subject to this Agreement.                                                                                                                                                   M.   HONG KONG  ______________________________________________________________________          1.    IMPORTANT NOTICE.  WARNING: The contents of the Agreement, this  Countries Addendum, the Plan, and all other materials pertaining to this Award and/or  the  Plan  have  not  been  reviewed  by  any  regulatory  authority  in  Hong  Kong.   You  are  hereby advised to exercise caution in relation to the offer thereunder.  If you have any  doubts  about  any  of  the  contents  of  the  aforesaid  materials,  you  should  obtain  independent professional advice.          2.    Nature of the Plan.  The Company specifically intends that the Plan will  not be treated as an occupational retirement scheme for purposes of the Occupational  Retirement  Schemes  Ordinance  (“ORSO”).   To  the  extent  any  court,  tribunal  or  legal/regulatory body in Hong Kong determines that the Plan constitutes an occupational  retirement scheme for the purposes of ORSO, the grant of the Common Stock shall be  null and void.                3.    Settlement in Shares of Common Stock.  Notwithstanding Section 2(b)  of the Agreement, this Award shall be paid in shares of Common Stock only and does  not provide any right for you to receive a cash payment.                4.    Award  Benefits  Are  Not  Wages.   This  Award  and  the  shares  of  Common Stock underlying this Award do not form part of your wages for purposes of  calculating any statutory or contractual payments under Hong Kong Law.                5.    Non-Solicitation.                                         49                                       





 






                                                (a)   This Paragraph 5 shall apply to you at any time that you hold the title of  Vice President or higher.        (b)   You  agree  that,  during  your Employment and  for  a  period  of nine  (9)  months from the date your Employment terminates for any reason you will not, without  the prior written consent of the Company or your Employer:               (i)   solicit,  directly  or  indirectly  (other  than  through  a  general        solicitation  of  employment  not  specifically  directed  to  employees  of  the        Company or any of its Subsidiaries), the employment of, hire or employ, recruit,        or  in  any  way  assist  another  in  soliciting  or  recruiting  the  employment  of,  or        otherwise induce the termination of the employment of, any person who then or        within the preceding twelve (12) months was an officer of the Company or any of        its Subsidiaries (excluding any such officer whose employment was involuntarily        terminated); or               (ii)  engage in the Solicitation of Business from any Client on behalf of        any person or entity other than the Company or any of its Subsidiaries.        (c)   “Confidential  Information”  includes  but  is  not  limited  to  all  trade  secrets,  trade  knowledge,  systems,  software,  code,  data  documentation,  files,  formulas,  processes,  programs,  training  aids,  printed  materials,  methods,  books,  records,  client  files,  policies  and  procedures,  client  and  prospect  lists,  employee  data  and  other  information relating to the operations of the Company or any of its Subsidiaries and to its  or  any  of  their  customers,  and  any  and  all  discoveries,  inventions  or  improvements  thereof made or conceived by you or others for the Company or any of its Subsidiaries  whether  or  not  patented  or  copyrighted,  as  well  as  cash  and  securities  account  transactions  and  position  records  of  clients,  regardless  of  whether  such  information  is  stamped “confidential.”         (d)   “Solicitation  of  Business”  means  the  attempt  through  direct  or  indirect  contact by you or by any other Person with your assistance to induce a Client to:                (i)   transfer  the  Client’s  business  from  the  Company  or  any  of  its        Subsidiaries to any other person or entity;               (ii)  cease or curtail the Client’s business with the Company or any of        its Subsidiaries; or               (iii) divert  a  business  opportunity  from  the  Company  or  any  of  its        Subsidiaries to any other person or entity.          (e)   “Officer” shall include any person holding a position title of Assistant Vice              President  or  higher.   Notwithstanding  the  foregoing,  this  Paragraph  5              shall be inapplicable following a Change in Control                6.    Notice  and  Non-Compete.   In  consideration  of  your  receipt  of  this  Award,  you  expressly  agree  to  comply  with  the  terms  and  conditions  below  without  regard to whether or not any amount has been forfeited, paid, delivered or repaid, under  this Award at any time, including the time you separate from service with your Employer,  the  Company  and  its  Subsidiaries.   It  is  a  condition  of  this  Award  that,  if  you  fail  to  comply  with  the  terms  and  conditions  below,  then  the  Company  may  in  its  absolute  discretion  determine  that  any  or  all  of  the  amounts  remaining  to  be  paid  under  this  Award should be forfeited.                                                                          50                                         





 






   All terms used herein shall have the meaning given to them in the Plan or this Award,  except as otherwise expressly provided herein.        (a)   Notice Period Upon Resignation.                (i)  In order to permit your Employer, the Company and its Subsidiaries to        safeguard their business interests and goodwill in the event of your resignation        from Employment for  any  reason,  you  agree  to  give  your  Employer  advance        notice of your resignation.  The duration of the advance notice you provide (the        “Notice  Period”)  will  be  determined  by  your  title  at  the  time  you  deliver  such        notice, as follows:              (1)   If you are a member of the State Street Corporation Management              Committee, you will give 180 days’ advance notice;               (2)   If you are an Executive Vice President (but not a member of the              Management Committee), you will give 90 days’ advance notice;                 (3) If  you  are  a Senior  Vice  President  or  Senior  Managing  Director,              you will give sixty (60) days’ advance notice; and              (4)   If  you  are  a  Managing  Director  or  Vice  President,  you  will  give              thirty (30) days’ advance notice.         For  the  avoidance  of  doubt,  the  Notice  Periods  set out  above  shall  be  subject        always to any contractual obligation you have to give a longer period of notice of        termination  of  your Employment (whether  such  obligation  is  contained  in  your        contract of Employment or any other agreement to which you are a party).              (ii)  During the Notice Period, you will cooperate with your Employer,        as  well  as  the  Company  and  its  Subsidiaries,  and  provide  them  with  any        requested information to assist with transitioning your duties, accomplishing its or        their  business,  and/or  preserving  its  or  their  client  relationships.  In  its  sole        discretion, during the Notice Period, your Employer or the Company may place        you on a partial or complete leave of absence and relieve you of some or all of        your duties and responsibilities.  Except as provided otherwise in (iii) below, at all        times  during  the  Notice  Period  you  shall  continue  to  be  an  employee  of  your        Employer, shall continue to receive your regular salary and benefits and you will        continue to comply with the applicable policies of your Employer, the Company,        and  its  Subsidiaries.  However,  you  will  not  be  eligible  for  any  incentive        compensation  awards  made  on  or  after the first day  of the  Notice  Period  or to        accrue any vacation save as required by statute.                (iii) In  its  sole  discretion,  at  any  time  during  the  Notice  Period,  the        Company  or  your  Employer  may  release  you  from  your  obligations  under  this        Section 5 by giving immediate effect to your resignation and making a payment in        lieu  of  any  notice  due;  provided  that  such  action  shall not  affect  your  other        obligation under this Countries Addendum.     (b)  Non-Competition.              (i)   This  Paragraph  (b)  shall  apply  to  you  at all  times  during  your        Employment  and,  in  certain  circumstances,  will  continue  to  apply  following        termination of your employment.  You should review it carefully and may, if you        wish, consult with an attorney before accepting this Award.                                         51                                       





 






                                                          (ii)  During  your Employment and  following  its  termination  for the  period of time specified in Paragraph 6(b)(iii) below (the entire period, including  both  during  Employment  and  after  Employment,  if any, the  “Non-Compete  Period”), you will not within the Restricted Territory, directly or indirectly, whether  as owner, director, partner, investor, consultant, agent, employee, co-venturer or  otherwise  and  whether  alone  or  in  conjunction  with  or  on  behalf  of  any  other  person:        (1)   become  engaged,  employed,  concerned  or  interested  in  or        provide  technical,  commercial  or  professional  advice  to,  any  Person        which supplies or provides (or intends to supply or provide) Products or        Services in competition with such parts of the business of the Employer or        any Relevant Group Company with which you were materially engaged or        involved or for which you were responsible during the Relevant Period;        (2)   compete with your Employer or any Relevant Group Company, or        undertake any planning for any business competitive with the business of        your Employer or any Relevant Group Company; or        (3)   engage in any manner in any activity that is directly or indirectly        competitive or potentially competitive with the business of your Employer,        or  any  Relevant  Group  Company  as  conducted  or  under  consideration        during  the  Relevant  Period  and  further  agree  not  to  work  or  provide        services,  in  any  capacity,  whether  as  an  employee,  independent        contractor  or  otherwise,  whether  with  or  without  compensation,  to  any        Person  who  is  engaged  in  any  business  that  is  competitive  with  the        business  of  your  Employer  or  any  Relevant  Group  Company,  as        conducted or in planning during the Relevant Period.         (iii) The  Non-Compete  Period  will  continue  after  the  termination  of  your Employment for any reason under the following circumstances:                                                  Then the Non-      If at the time of termination:            Compete Period                                                 will continue for:             You were an Executive Vice President or       higher             You were a Vice President or higher and your       Employer was Charles River Development at any       time during the twelve (12) months immediately       preceding the termination of your Employment   6 months             You were a Client Executive (as so       designated by the Company or any Subsidiary) at       any time during the twelve (12) months       immediately preceding the termination of your       Employment.                                                               52                                                   





 






                             If none of the above apply, but one of the                                                      Then the Non-           following was true at any time during the                                                      Compete Period            twelve (12) months immediately preceding the                                                      will continue for:            termination of your Employment:                  You were a Managing Director, Senior            Managing Director or Senior Vice President                                                           6 months            working in one of the Specified Job Families            (defined below)                 You were a Vice President working in one of                                                           3 months            the Specified Job Families                     (iv)  The period referred to in Paragraph (b)(iii) above will be reduced       by one day for every day during which, at the Employer’s direction, you are on a       complete leave of absence pursuant to Paragraph (a)(ii)  above.             (v)   Nothing in this Paragraph 6 shall prevent your passive ownership       of  two  percent  (2%)  or  less  of  the  equity  securities  of  any  publicly  traded       company.       (c)   Definitions.  For the purpose of this Countries Addendum, the following  terms are defined as follows:               (i)   “Client”  means  a  present  or  former  customer  or  client  of  your       Employer, the Company or any of its Subsidiaries with whom you have had, or       with  whom  persons  you  have  supervised  have  had,  substantive  and  recurring       personal contact during the Relevant Period.  A former customer or client means       a  customer  or  client  for  which  your  Employer,  the  Company  or  any  of  its       Subsidiaries stopped providing all services within twelve months prior to the date       your Employment with your Employer ends.               (ii)  “Products or Services” means any products or services which are       the same as, of the same kind as, of a materially similar kind to, or competitive       with, any products or services supplied or provided by your Employer or Relevant       Group  Company  and  with  which  you  were  materially  concerned  or  connected       within the Relevant Period.             (iii) “Person”  means  an  individual,  a  corporation,  a  limited  liability       company, an association, a partnership, an estate, a trust and any other entity or       organization  (whether  conducted  on  its  own  or  as part  of  a  wider  entity),  other       than your Employer, the Company or any of its Subsidiaries.             (iv)  “Relevant  Group  Company”  means  the  Company  and/or  any       Subsidiaries for which you have performed services or in respect of which you       have had operational or managerial responsibility at any time during the Relevant       Period.             (v)    “Relevant  Period”  means  the  period  of  24  months  immediately       before the date of termination of your Employment, or (where such provision is                                                                        53                                      





 






                                                applied) the date of commencement of any period of complete leave of absence        pursuant to Paragraph 4(a)(ii).              (vi)  “Restricted Territory” means any area or territory:                    (1)   in which you worked during the Relevant Period; and/or                    (2)   in relation to which you were responsible for, or materially                    involved  in,  the  supply  of  Products  or  Services  in  the  Relevant                    Period.              (vii) “Specified Job Families” are those job families which State Street        has identified as having access to confidential and proprietary information, trade        secrets, or good will that require protection following termination of Employment        for any reason. Specified Job Families are listed in Appendix C.  You  can find        your Job  Family  in  the  State  Street  human  resources information system  (in        MyWorkday, navigate to View Profile by clicking the cloud icon in the upper right        corner of your screen, click View Profile, and then select the Job tab).              (viii) “Subsidiaries” means any entity controlling, controlled by or under        common  control  with  the  Company,  including  direct  and  indirect  subsidiaries        existing as of the date of this Agreement or at any time in the future.           7. Post-Employment  Cooperation.   You  agree  that,  following  the  termination of your Employment with your Employer, you will reasonably cooperate with  your  Employer,  the  Company  or  the  relevant  Subsidiary  with  respect  to  any  matters  arising  during  or  related  to  your  Employment,  including but  not  limited  to  reasonable  cooperation in connection with any litigation, governmental investigation, or regulatory or  other  proceeding  (even  if  such  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding  arises  following  the  date  of this  Award  to  which  this  Countries  Addendum  is  appended  or  following  the  termination  of  your  Employment).   Your  Employer,  the  Company  or  any  of  its  Subsidiaries  shall  reimburse  you  for  any  reasonable  out-of-pocket  and  properly  documented  expenses  you  incur  in  connection  with such cooperation.           8. Enforcement.  You acknowledge and agree that the promises contained  in this Countries Addendum are necessary to the protection of the legitimate business  interests of your Employer, the Company and its Subsidiaries, including without limitation  its and their confidential information, trade secrets and good will, and are material and  integral  to the  undertakings  of the  Company  under  this  Award  to  which this  Countries  Addendum is  appended.   You  further  agree  that  one  or more  of  your  Employer,  the  Company and its Subsidiaries will be irreparably harmed in the event you do not perform  such provisions in accordance with their specific terms or otherwise breach the promises  made  herein.   Accordingly,  your  Employer,  the  Company  and  any  of  its  Subsidiaries  shall each be entitled to preliminary or permanent injunctive or other equitable relief or  remedy without the need to post bond, and to recover its or their reasonable attorney’s  fees and costs incurred in securing such relief, in addition to, and not in lieu of, any other  relief  or  remedy  at  law  to  which  it  or  they  may  be  entitled,  including  the  immediate  forfeiture  of  any  as-yet  unvested  portion  of  this Award.  You  further  agree  that,  the  periods of restriction contained in this Countries Addendum shall be tolled, and shall not  run,  during  any  period  in  which  you  are  in  violation  of  the  terms  of this  Countries  Addendum, so that your Employer, the Company and its Subsidiaries shall have the full  protection of the periods agreed to herein.          9.  No  Waiver.   No  delay  by  your  Employer,  the  Company  or  any  of  its                                                                          54                                         





 






   Subsidiaries in exercising any right under this Countries Addendum 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  your  Employer,  the  Company  or  any  of  its  Subsidiaries  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.          10. Relationship to Other Agreements.  This Addendum supplements and  does not limit, amend or replace any other obligations you may have under applicable  law  or  any  other  agreement  or  understanding  you  may  have  with  your  Employer,  the  Company or any of its Subsidiaries or pursuant to the applicable policies of any of them,  whether such additional obligations have been agreed to in the past, or are agreed to in  the future.          11. Interpretation of Business Protections.  The agreements made by you  in Paragraphs 5 and 6 above 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  of  the  provisions  to  this  Countries  Addendum  is  severable  and  independently enforceable without reference to the enforcement of any other provision.   If any restriction set forth in this Countries Addendum is found by any court of competent  jurisdiction to be unenforceable because it extends for too long a period of time or over  too great a range of activities or in too broad a geographic area, it shall be interpreted to  extend only over the maximum period of time, range of activities or geographic area as  to which it may be enforceable.          12. Assignment.  Except  as  provided  otherwise  herein, this  Countries  Addendum shall  be  binding  upon  and  inure  to  the  benefit  of  both  parties  and  their  respective  successors  and  assigns,  including  any  person  or  entity  which  acquires  the  Company  or  its  assets  or  business;  provided,  however,  that  your  obligations  are  personal and may not be assigned by you.          13. Electronic Acceptance.  By accepting this Award electronically, you will  be deemed to have acknowledged and agreed that you are bound by the terms of this  Countries Addendum, and it shall be deemed to have been accepted by your Employer  and the Company.          14. Notification  Requirement.  Until  45  days  after  the  period  of  restriction  under  Paragraph 6(b)  expires,  you  shall  give  notice  to  your  Employer  of  each  new  business activity you plan to undertake, at least 5 business days prior to beginning any  such  activity.   Such  notice  shall  state  the  name  and  address  of  the  Person  for  whom  such  activity  is  undertaken  and  the  nature  of  your  business  relationship(s)  and  position(s) with such Person.  You shall provide your Employer with such other pertinent  information  concerning  such  business  activity  as  your  Employer  or  the  Company  may  reasonably  request  in  order  to  determine  your  continued  compliance  with  your  obligations under this Countries Addendum.          15. Certain Limitations        (a)   Nothing  this  Countries  Addendum  prohibits  you  from  reporting  possible  violations of federal law or regulation to any governmental agency or regulatory authority  or from making other disclosures that are protected under the whistleblower provisions  of federal law or regulation.  Moreover, nothing in this Countries Addendum requires you  to  notify  your  Employer  or  the  Company  that  you  have  made  any  such  report  or  disclosure.  However, in connection with any such activity, you acknowledge you must  take reasonable precautions to ensure that any confidential information that is disclosed  to  such  authority  is  not  made  generally  available  to  the  public,  including  by  informing  such authority of the confidentiality of the same.                                        55                                       





 






                                                (b)     Despite the foregoing, you also acknowledge that you are not permitted  to  disclose  to  any  third-party,  including  any  governmental  or  regulatory  authority,  any  information learned in the course of your Employment that is protected from disclosure  by  any  applicable  privilege,  including  but  not  limited  to  the  attorney-client  privilege,  attorney  work  product  doctrine,  the  bank  examiner’s  privilege,  and/or  privileges  applicable to information covered by the Bank Secrecy Act (31 U.S.C. §§ 5311-5330),  including  information  that  would  reveal  the  existence  or  contemplated  filing  of  a  suspicious  activity  report.   Your  Employer,  the  Company  and  its  Subsidiaries  do  not  waive any applicable privileges or the right to continue to protect its and their privileged  attorney-client information, attorney work product, and other privileged information.                                      N.   INDIA    ____________________________________________________________________    1.    Repatriation.  You expressly agree to repatriate all sale proceeds and dividends  attributable  to  shares  of  Common  Stock  acquired  under  the Plan  in accordance  with  local foreign exchange control rules and regulations. Neither the Company nor any of its  Subsidiaries  shall  be  liable  for  any  fines  and  penalties  resulting from  your  failure  to  comply with applicable laws, rules or regulations.  2.    Covenants.   In consideration of your receipt of this Award, you expressly agree  to  comply  with  the  terms  and  conditions  below  without  regard  to  whether  or  not  any  amount  has  been  forfeited,  paid,  delivered  or  repaid,  under  this  Award  at  any  time,  including  the  time  you  separate  from  service  with  the  Company  and  its  Subsidiaries.   Failure to comply with the terms and conditions of this Countries Addendum may result  in the sole determination of the Company in the forfeiture of any or all of the amounts  remaining to be paid under this Award.  In addition, your eligibility to participate in the Plan in the future, including any potential  future  grants  of  awards  under  the  Plan  (or  any  successor  incentive  plan  of  the  Company),  is  subject  to  and  conditioned  on  your  compliance  with  the  terms  and  conditions of this Countries Addendum.   This  Countries Addendum contains  a  covenant  not  to  compete  in  Paragraph  5  which  shall  apply  to  you  under  the  circumstances  described  in  Paragraph  5.   You  should  review it carefully. You may consult with an attorney before accepting the Award. You  may consider whether you wish to accept the Award for up to 30 days from the date it  was  first  made  available  to  you  on  the  Website.   By  accepting  the  Award,  you  acknowledge and agree that it is fair and adequate consideration for the covenant not to  compete and other promises you make in this Countries Addendum.   All terms used herein shall have the meaning given to them in the Plan or this Award,  except as otherwise expressly provided herein.   3. Confidentiality.          (a)   You acknowledge that you have access to Confidential Information which  is not generally known or made available to the general public and that such Confidential  Information  is  the  property  of  the  Company,  its  Subsidiaries  or  its  or  their  licensors,  suppliers  or  customers.  Subject  to  Paragraph  18  below,  you agree  specifically  as                                                                           56                                         





 






   follows,  in  each  case  whether  during  your  Employment  or  following  the  termination  thereof:               (i)   You  will  always  preserve  as  confidential  all  Confidential        Information, and will never use it for your own benefit or for the benefit of others;        this  includes  that you  will  not  use  the  knowledge  of  activities  or  positions  in        clients’ securities portfolio accounts or cash accounts for your own personal gain        or for the gain of others.              (ii)  You  will  not  disclose,  divulge,  or  communicate  Confidential        Information to any unauthorized person, business or corporation during or after        the termination of your Employment with the Company and its Subsidiaries.  You        will  use  your  best  efforts  and  exercise  due  diligence  to  protect, to  not disclose        and  to  keep  as  confidential  all  Confidential  Information regardless  of  whether        such Confidential Information is or was acquired by you before commencement        of your employment with the Company, in the course of employment hereunder        or otherwise.              (iii) You  will  not  initiate  or  facilitate  any  unauthorized attempts  to        intercept data in transmission or attempt entry into data systems or files.  You will        not intentionally affect the integrity of any data or systems of the Company or any        of  its  Subsidiaries  through  the  introduction  of  unauthorized  code  or  data,  or        through  unauthorized  deletion  or  addition.   You  will  abide  by  all  applicable        Corporate Information Security procedures.              (iv)  Upon  the  earlier  of  request  or  termination  of  Employment,  you        agree to return to the Company or the relevant Subsidiaries, or if so directed by        the Company or the relevant Subsidiaries, destroy any and all copies of materials        in your possession containing Confidential Information.        (b)   The  terms  of  this  Countries Addendum do  not  apply  to  any  information  which is previously known to you without an obligation of confidence or without breach of  this Countries Addendum, is publicly disclosed (other than by a violation by you of the  terms of this Countries Addendum) either prior to or subsequent to your receipt of such  information,  or  is  rightfully  received  by  you  from  a  third  party  without  obligation  of  confidence and other than in relation to your Employment with the Company or any of its  Subsidiaries.        (c)   State Street recognizes that certain disclosures of confidential information  to  appropriate  government  authorities  or  other  designated  persons  are  protected  by  “whistleblower” and other laws.  Nothing in this Countries Addendum is intended to or  should be understood or construed to prohibit or otherwise discourage such disclosures.   State  Street  will  not  tolerate  any  discipline  or  other  retaliation  against  employees  who  properly make such legally-protected disclosures.  4.     Assignment and Disclosure.          (a)   You acknowledge that, by reason of being employed by your Employer, to  the extent permitted by law, all works, deliverables, products, methodologies and other  work product conceived, created and/or reduced to practice by you, individually or jointly  with others, during the period of your Employment by your Employer and relating to the  Company or any of its Subsidiaries or demonstrably anticipated business, products,  activities, research or development of the Company or any of its Subsidiaries or resulting  from any work performed by you for the Company or any of its Subsidiaries, including,                                         57                                       





 






                                          without limitation, any track record with which you may be associated as an investment  manager or fund manager (collectively, “Work Product”), that consists of copyrightable  subject matter is "work made for hire" as defined in the Copyright Act of 1976 (17 U.S.C.  § 101), and such copyrights are therefore owned, upon creation, exclusively by State  Street. To the extent the foregoing does not apply and to the extent permitted by law,  you hereby assign and agree to assign, for no additional consideration, all of your rights,  title and interest in any Work Product and any intellectual property rights therein to State  Street.  You hereby waive in favor of State Street any and all artist’s or moral rights  (including without limitation, all rights of integrity and attribution) you may have pursuant  to any state, federal or foreign laws, rules or regulations in respect of any Work Product  and all similar rights thereto.  You will not pursue any ownership or other interest in such  Work Product, including, without limitation, any intellectual property rights.         (b)   Ownership of, and all right, title, and interest in, all work product,  improvements, developments, discoveries, proprietary information, trademarks, trade  names, logos, art work, slogans, know-how, processes, methods, trade secrets, source  code, application development, designs, drawings, plans, business plans or models,  blue prints (whether or not registrable and whether or not design rights subsist in them),  utility models, works in which copyright may subsist (including computer software and  preparatory and design materials thereof), inventions (whether patentable or not, and  whether or not patent protection has been applied for or granted) and all other  intellectual property throughout the world, in and for all languages, including but not  limited to computer and human languages developed or created from time to time by or  for the Company or the Employer by you, whether before or after commencement of  employment with the Company (the "Intellectual Property") shall vest in the Employer.        (c)   You acknowledge that, by reason of being employed by your Employer all  Intellectual Property created by you shall be regarded as having been made under a  contract of service. To the extent the foregoing does not apply and to the extent  permitted by law, you hereby assign and agree to assign in favour of the Employer, for  no additional consideration, all of your rights, title and interest in and to all the Intellectual  Property, together with the rights to sublicense or transfer any and all rights assigned  hereunder to third parties, in perpetuity. Such assignment shall be worldwide and royalty  free. You hereby waive in favor of State Street any and all artist’s or moral rights  (including without limitation, all rights of integrity and attribution) you may have pursuant  to any state, national or foreign laws, rules or regulations in respect of any Intellectual  Property and all similar rights thereto.  You will not pursue any ownership or other  interest in such Intellectual Property.         (d)   You will disclose promptly and in writing to the Company or your  Employer all Intellectual Property, whether or not patentable or copyrightable.  You  agree to reasonably cooperate with State Street:               (i)   to transfer to the Employer any rights in Intellectual Property;               (ii)  to obtain or perfect such rights;               (iii) to  execute  all  papers,  at the  Employer’s expense,  that the        Company shall  deem  necessary  to  apply  for  and  obtain  domestic  and  foreign        patents, copyright and other registrations; and               (iv)  to protect and enforce the Employer’s interest in them.          (e)   These obligations shall continue beyond the period of your Employment  with respect to inventions or creations conceived or made by you during the period of  your Employment.                                                                          58                                         





 






   5.     Non-Solicitation.         (a)   This Paragraph 5 shall apply to you at any time that you hold the title of  Vice President or higher.        (b)   You agree that, during your Employment and for a period of eighteen (18)  months from the date your Employment terminates for any reason you will not, without  the prior written consent of the Company or your Employer:               (i)   solicit,  directly  or  indirectly  (other  than  through  a  general        solicitation of employment not specifically directed to employees of the Company        or any of its Subsidiaries), the employment of, hire or employ, recruit, or in any        way  assist  another  in  soliciting  or  recruiting  the  employment  of,  or  otherwise        induce the termination of the employment of, any person who then or within the        preceding  twelve  (12)  months  was  an  officer  of  the  Company  or  any  of  its        Subsidiaries  (excluding  any  such  officer  whose  employment  was  involuntarily        terminated); or               (ii)  engage in the Solicitation of Business from any Client on behalf of        any person or entity other than the Company or any of its Subsidiaries; or              (iii) solicit,  encourage,  or  induce  or  attempt  to  solicit,  encourage,  or       induce  any  marketing  agent,  vendor,  partner  or  consultant  of  the  Company  or       Employer to terminate his agency, contract or consultancy with the Company, or       any  prospective  employee  with  whom  the  Company  or  the  Employer  has  had       discussions  or  negotiations  within  six  (6)  months  prior  to  your  termination  of       employment, not to establish a relationship with the Company or Employer.              (iv)  For  purposes  of  this  Paragraph 5,  “officer”  shall  include  any       person  holding  a  position  title  of  Assistant  Vice  President  or  higher.        Notwithstanding the foregoing, this Paragraph 5 shall be inapplicable following a       Change in Control.   6.     Notice Period Upon Resignation.          (a)   This Paragraph 6 shall apply to you at any time that you hold the title of  Vice President or higher.  If you are subject to an employment agreement that requires a  longer notice period, that employment agreement shall govern.        (b)   In  order  to  permit  the  Company  and  its  Subsidiaries  to  safeguard  their  business interests and goodwill in the event of your resignation from Employment for any  reason,  you  agree  to  give  your  Employer  advance  notice  of  your  resignation.   The  duration of the advance notice you provide (the “Notice Period”) will be determined at the  time you deliver such notice, as follows:              (i)   if you are a member of the Management Committee, you will give        180 days’ advance notice;              (ii)  if you are an Executive Vice President (but not a member of the        Management Committee), you will give ninety (90) days’ advance notice;               (iii) If  you  are  a  Senior  Vice  President  or  Senior  Managing  Director,        you will give sixty (60) days’ advance notice; and              (iv)  if  you  are  a  Managing  Director  or  Vice  President,  you  will  give        thirty (30) days’ advance notice.                                         59                                       





 






                                                (c)   You may submit your resignation subject to the period of notice set out in        the above paragraph or your employment agreement (whichever is longer), or if        acceptable to the Employer in its discretion, payment of salary in lieu thereof to        the  Employer.  Any  resignation  would  have  to  be  accepted  by  the  Employer  to        become  effective.  Once  accepted, the  resignation  cannot  be  withdrawn  by  you        without the express consent of the Employer.         (d)   During the Notice Period, you will cooperate with your Employer, as well  as the Company and its Subsidiaries, and provide them with any requested information  to  assist  with  transitioning  your  duties,  accomplishing  its  or  their  business,  and/or  preserving its or their client relationships.          (e)   In  its  sole  discretion,  during  the  Notice  Period,  your  Employer  or  the  Company may place you on a partial or complete leave of absence and relieve you of  some  or  all  of  your  duties  and  responsibilities.   Except  as  provided  otherwise  in  (f)  below, at all times during the Notice Period you shall continue to be an employee of your  Employer, shall continue to receive your regular salary and benefits (although you may  not be eligible for any new incentive compensation awards or, subject to applicable law,  to  accrue  any  paid  vacation  time),  and  shall  continue  to  comply  with  the  applicable  policies of your Employer, the Company and its Subsidiaries.          (f)   You  agree  that  should  you  fail  to  provide  advance  notice  of  your  resignation as required in this Paragraph 6, your Employer, the Company or any of its  Subsidiaries shall be entitled to seek injunctive relief restricting you from employment for  a  period  equal  to  the  period  for  which  notice  of  resignation  was  required  but  not  provided, and for the period of restriction under Paragraph 7, if applicable, in addition to  any other remedies available under law.         (g)   If  you  have  sixty  (60)  or  fewer  days’  notice  remaining  in  your  required  Notice  Period  under  this  Paragraph 6,  your  Employer,  or  the  Company,  or  any  of  its  Subsidiaries may, at any time during the remainder of your Notice Period, release you  from  your  obligations  under  this  Paragraph 6 and  give  immediate  effect  to  your  resignation; provided that such action shall not affect your other obligations under this  Countries Addendum.          (h)   Notwithstanding  the  foregoing,  if  you  hold  the  title  of  Executive  Vice  President  or  higher  this  Paragraph 6 shall  not  apply  in  the  event  you  terminate  your  Employment for Good Reason on or prior to the first anniversary of a Change in Control  (each as defined in the Plan).   7.     Non-Competition.        (a)   This Paragraph 7 shall apply to you at all times during your Employment  and,  in  certain  circumstances,  will  continue  to  apply  following  the  termination  of  your  Employment.   You  should  review  it  carefully  and  may,  if  you  wish,  consult  with  an  attorney before accepting this Award.        (b)   During  your  Employment,  and  following  its  termination  for  the  period  of  time  specified  in  Paragraph 7(c)  below  (the  entire  period,  including  both  during  Employment  and  after  Employment,  if  any,  the  “Non-Compete  Period”),  you  will  not,  anywhere  in  the  Restricted  Area, for  yourself  or any  other  person  or  entity,  directly  or  indirectly, in any Restricted Capacity, engage in, provide services to, consult for, or be  employed  by  a  business that  provides  products  or  services  competitive  with  any                                                                           60                                         





 






   products  or  services  of  your  Employer,  the  Company  or  any  of  its  Subsidiaries  with  respect to which you were involved at any time during your Employment or, with respect  to the portion of the Non-Compete Period that follows termination of your Employment,  within the two years preceding the date of the termination of your Employment.        (c)   Unless one of the exceptions in Paragraph 7(d) applies to you, the Non- Compete Period will continue after the termination of your Employment for any reason  under the following circumstances:                                                        Then the Non-            If at the time of termination:            Compete Period                                                       will continue for:                   You were an Executive Vice President or             higher                   You were a Vice President or higher and your             Employer was Charles River Development at any             time during the twelve (12) months immediately             preceding the termination of your Employment  12 months                   You were a Client Executive (as so             designated by the Company or any Subsidiary) at             any time during the twelve (12) months             immediately preceding the termination of your             Employment.              If none of the above apply, but one of the                                                       Then the Non-            following was true at any time during the                                                       Compete Period             twelve (12) months immediately preceding the                                                       will continue for:             termination of your Employment:                   You were a Managing Director, Senior             Managing Director or Senior Vice President                                                            6 months             working in one of the Specified Job Families             (defined below)                  You were a Vice President working in one of                                                            3 months             the Specified Job Families         (d)   Exceptions:              (1)   your Employer’s or the Company’s good faith determination that it                    has  a reasonable  basis for dissatisfaction  with  your  Employment                    for  reasons  such  as  lack  of capacity  or  diligence,  failure  to                    conform  to  usual  standards  of  conduct,  or  other  culpable  or                    inappropriate behavior; or                                          61                                       





 






                                                      (2)   other  grounds  for  discharge  that  are  reasonably  related,  in  your                    Employer’s  or  the  Company’s  honest  judgment,  to  the  needs  of                    the  business  of  your  Employer,  the  Company  or  any  of  its                    Subsidiaries.  In  addition,  if  you  violate  a  fiduciary  duty  to  your                    Employer, the Company or any of its Subsidiaries, then the post-                   employment portion of the Non-Compete Period shall be extended                    by the time during which you engage in such activities, for up to a                    total of 2 years following termination of your Employment.        (e)   “Restricted Area” means anywhere that your Employer, the Company or  any  of  its  Subsidiaries  markets  its  products  or  services  (which  you  acknowledge  specifically includes the entire world), or with respect to the portion of the Non-Compete  Period  that  follows  termination  of  your  Employment,  anywhere  in  which  you  provided  services  or  had  a  material  presence  or  influence  on  behalf  of  your  Employer, the  Company  or  any  of  its  Subsidiaries  at  any  time  within  the  2-year  period  immediately  preceding such termination.         (f)   “Restricted Capacity” means any capacity, or with respect to the portion  of the Non-Compete Period that follows termination of your Employment, any capacity  that  is  the  same  or  similar  to  the  capacity  in  which  you  were  employed  by  your  Employer, the Company or any of its Subsidiaries at any time within the 2-year period  immediately preceding such termination and/or involves any services that you provided  to your Employer, the Company or any of its Subsidiaries at any time within such 2-year  period.         (g)   “Specified  Job  Families”  are  those job families  which  State  Street  has  identified as having access to confidential and proprietary information, trade secrets, or  good  will  that  require  protection  following  termination  of  Employment  for  any  reason.  Specified Job Families are listed in Appendix C.  You can find your Job Family in the  State  Street  human  resources information system  (in  MyWorkday,  navigate  to  View  Profile  by  clicking  the cloud  icon  in  the upper  right corner  of  your  screen,  click  View  Profile, and then select the Job tab).   8.     Definitions – Countries  Addendum.  For  the  purpose  of  this  Countries  Addendum, the following terms are defined as follows:          (a)   “Client” means a prospective, present or former customer or client of the  Company or any of its Subsidiaries with whom you have had, or with whom persons you  have  supervised  have  had,  substantive  and  recurring  personal  contact  during  your  Employment with the Company or any of its Subsidiaries.  A former customer or client  means a customer or client for which the Company or any of its Subsidiaries stopped  providing all services within twelve (12) months prior to the date your Employment with  your Employer ends.          (b)   “Confidential  Information”  includes  but  is  not  limited  to  all  trade  secrets,  trade  knowledge,  systems,  software,  code,  data  documentation,  files,  formulas,  processes,  programs,  training  aids,  printed  materials,  methods,  books,  records,  client  files,  policies  and  procedures,  client  and  prospect  lists,  employee  data  and  other  information relating to the operations of the Company or any of its Subsidiaries and to its  or  any  of  their  customers,  and  any  and  all  discoveries,  inventions  or  improvements  thereof made or conceived by you or others for the Company or any of its Subsidiaries                                                                           62                                         





 






   whether  or  not  patented  or  copyrighted,  as  well  as  cash  and  securities  account  transactions  and  position  records  of  clients,  regardless  of  whether  such  information  is  stamped “confidential.”         (c)   “Person”  means  an  individual,  a  corporation,  a  limited  liability  company,  an  association,  a  partnership,  an  estate,  a  trust  and  any  other  entity  or  organization,  other than your Employer, the Company or any of its Subsidiaries.        (d)    “Solicitation  of  Business”  means  the  attempt  through  direct  or  indirect  contact by you or by any other Person with your assistance to induce a Client to:                (i)   transfer  the  Client’s  business  from  the  Company  or  any  of  its        Subsidiaries to any other person or entity;               (ii)  cease or curtail the Client’s business with the Company or any of        its Subsidiaries; or               (iii) divert  a  business  opportunity  from  the  Company  or  any  of  its        Subsidiaries to any other person or entity.          (e)   “Subsidiaries”  means  any  entity  controlling,  controlled  by  or  under  common control with the Company, including direct and indirect subsidiaries existing as  of the date of this Agreement or at any time in future.   9.     Post-Employment Cooperation.  You agree that, following the termination of  your Employment with the Company and its Subsidiaries, you will reasonably cooperate  with the Company or the relevant Subsidiary with respect to any matters arising during  or  related  to  your  Employment,  including  but  not  limited  to  reasonable  cooperation  in  connection  with  any  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding  (even  if  such  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding arises following the date of this Award to which this Countries Addendum is  appended or following the termination of your Employment).  The Company or any of its  Subsidiaries  shall  reimburse  you  for  any  reasonable  out-of-pocket  and  properly  documented expenses you incur in connection with such cooperation.   10.    Non-Disparagement.  You agree that during your Employment and following  the  termination  thereof  you  shall  not  make  any  false,  disparaging,  or  derogatory  statements to any media outlet (including Internet-based chat rooms, message boards,  any and all social media, and/or web pages), industry groups, financial institutions, or to  any current, former or prospective employees, consultants, clients, or customers 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 or financial condition of the Company or any of its Subsidiaries.   11.    Enforcement.  You acknowledge and agree that the promises contained in this  Countries Addendum are necessary to the protection of the legitimate business interests  of your Employer, the Company and its Subsidiaries, including without limitation its and  their Confidential Information, trade secrets and goodwill, and are material and integral  to the undertakings of the Company under this Award to which this Countries Addendum  is appended.  You further agree that one or more of your Employer, the Company and its  Subsidiaries will be irreparably harmed in the event you do not perform such promises in  accordance  with  their  specific  terms  or  otherwise  breach  the  promises  made  herein.   Accordingly,  your  Employer,  the  Company  and  any  of  its  Subsidiaries  shall  each  be                                         63                                       





 






                                          entitled to permanent injunctive or other equitable relief or remedy without the need to  post bond, and to recover its or their reasonable attorney’s fees and costs incurred in  securing such relief, in addition to, and not in lieu of, any other relief or remedy at law to  which  it  or  they  may  be  entitled.   You  further  agree  that,  the  periods of  restriction  contained  in  this  Countries Addendum shall  be  tolled,  and  shall  not  run,  during  any  period in which you are in violation of the terms of this Countries Addendum, so that your  Employer, the Company and its Subsidiaries shall have the full protection of the periods  agreed to herein.  Should the Company determine that any portion of the Common Stock  granted  to  you  in  connection  with  this  Award  are  to  be  forfeited  on  account  of  your  breach of the provisions of this Countries Addendum any unvested portion of your Award  will cease to vest upon such determination.   12.    No  Waiver.  No  delay  by  your  Employer,  the  Company  or  any  of  its  Subsidiaries in exercising any right under this Countries Addendum 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  your  Employer,  the  Company  or  any  of  its  Subsidiaries  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.   13.    Relationship to Other Agreements.  This Addendum supplements and does  not limit, amend or replace any other obligations you may have under applicable law or  any other agreement or understanding you may have with your Employer, the Company  or any of its Subsidiaries or pursuant to the applicable policies of any of them, whether  such  additional  obligations  have  been  agreed  to  in  the  past,  or  are  agreed  to  in  the  future.   14.    Interpretation  of  Business  Protections.  The  agreements  made  by  you  in  Paragraphs, 3, 4, 5, 6 and 7 above 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 of the provisions to this Countries Addendum is severable  and  independently  enforceable without  reference  to  the  enforcement  of  any  other  provision.  If any restriction set forth in this Countries Addendum is found by any court of  competent jurisdiction to be unenforceable because it extends for too long a period of  time or over too great a range of activities or in too broad a geographic area, it shall be  interpreted  to  extend  only  over  the  maximum  period  of  time,  range  of  activities  or  geographic area as to which it may be enforceable.   15.    Assignment.  Except as provided otherwise herein, this Countries Addendum  shall  be  binding  upon  and  inure  to  the  benefit  of  both  parties  and  their  respective  successors and assigns, including any person or entity which acquires the Company or  its assets or business; provided, however, that your obligations are personal and may  not be assigned by you.    16.    Electronic  Acceptance.  By  accepting  this  Award  electronically,  you  will  be  deemed  to  have  acknowledged  and  agreed  that  you  are  bound  by  the  terms  of  this  Countries Addendum, and it shall be deemed to have been accepted by the Company.   You  agree  that  this  electronic  acceptance  by  both  you  and  the  Company  shall  be  deemed equivalent to the Award having been signed by both parties.                                                                           64                                         





 






   17.    Notification  Requirement.  Until  forty-five  (45)  days  after  the  period  of  restriction under Paragraph 7 expires, you shall give notice to the Company of each new  business activity you plan to undertake, at least five (5) business days prior to beginning  any such activity.  Such notice shall state the name and address of the Person for whom  such  activity  is  undertaken  and  the  nature  of  your  business  relationship(s)  and  position(s) with such Person.  You shall provide the Company with such other pertinent  information concerning such business activity as the Company may reasonably request  in  order  to  determine  your  continued  compliance  with  your  obligations  under  this  Countries Addendum.    18.    Certain Limitations.        (a)   Nothing in this Countries Addendum prohibits you from reporting possible  violations of central law or regulation to any governmental agency or regulatory authority  or from making other disclosures to the extent such disclosure is  protected under any  whistleblower provisions of any applicable law or regulation.  Moreover, nothing in this  Countries Addendum requires you to notify the Company that you have made any such  report or disclosure.  However, in connection with any such activity, you acknowledge  you must take reasonable precautions to ensure that any Confidential Information that is  disclosed  to  such  authority  is  not  made  generally  available  to  the  public,  including  by  informing such authority of the confidentiality of the same.        (b)   To the extent permitted by applicable law you shall not be held criminally  or civilly liable under any  applicable law if you disclose a Company trade secret:               (i)   in  confidence  to  a  Central,  State,  or  local  government  official,        either directly or indirectly, or to an attorney, solely for the purposes of reporting        or investigating a suspected violation of law; or               (ii)  in  a  complaint  or  other  document  filed  in  a  lawsuit  or  other        proceeding, if such filing is made under seal.        (c)   Despite the foregoing, you also acknowledge that you are not permitted to  disclose  to  any  third-party,  including  any  governmental  or  regulatory  authority,  any  information learned in the course of your Employment that is protected from disclosure  by  any  applicable  privilege,  including  but  not  limited  to  the  attorney-client  privilege,  attorney work product and other privileged information   Your Employer, the Company  and  its  Subsidiaries  do  not  waive  any applicable  privileges  or  the  right  to  continue  to  protect  its  and  their  privileged  attorney-client  information,  attorney  work  product,  and  other privileged information.   19.    Survival. The  confidentiality  obligations  and  all  other  obligations  in  Country  Addendum  that  are  meant  to  survive  termination  of  this  Agreement  shall  survive  termination of your employment.                                                                          O.   IRELAND  ______________________________________________________________________                                        In consideration of your receipt of this Award, you expressly agree to comply  with the  terms  and  conditions  below  without  regard  to  whether  or  not  any  amount  has  been  forfeited, paid, delivered or repaid, under this Award at any time, including the time you  separate  from  service  with  your  Employer,  the  Company  and  its  Subsidiaries.   Your                                        65                                       





 






                                          failure  to  comply  with  the  terms  and  conditions  below  may  result  in  the  sole  determination of the Company in the forfeiture of any or all of the amounts remaining to  be paid under this Award.  All  terms  and  defined  terms  used  herein  shall  have the  meaning given  to  them  in the  Plan or this Award, except as otherwise expressly provided herein.  1.    Non-Solicitation.         (a)   This Paragraph 1 shall apply to you at any time that you hold the title of  Vice President or higher.        (b)   You agree that, during your Employment and for a period of twelve (12)  months from the date your Employment terminates for any reason you will not, without  the prior written consent of the Company or your Employer:               (i)   solicit,  directly  or  indirectly  (other  than  through  a  general        solicitation of employment not specifically directed to employees of the Company        or any of its Subsidiaries), the employment of, hire or employ, recruit, or in any        way  assist  another  in  soliciting  or  recruiting  the  employment  of,  or  otherwise        induce the termination of the employment of, any person who then or within the        preceding  twelve  (12)  months  was  an  officer  of  the  Company  or  any  of  its        Subsidiaries  (excluding  any  such  officer  whose  employment  was  involuntarily        terminated); or               (ii)  engage in the Solicitation of Business from any Client on behalf of        any person or entity other than the Company or any of its Subsidiaries.        (c)   “Confidential  Information”  includes  but  is  not  limited  to  all  trade  secrets,  trade  knowledge,  systems,  software,  code,  data  documentation,  files, formulas,  processes,  programs,  training  aids,  printed  materials,  methods,  books,  records,  client  files,  policies  and  procedures,  client  and  prospect  lists,  employee  data  and  other  information relating to the operations of the Company or any of its Subsidiaries and to its  or  any  of  their  customers,  and  any  and  all  discoveries,  inventions  or  improvements  thereof made or conceived by you or others for the Company or any of its Subsidiaries  whether  or  not  patented  or  copyrighted,  as  well  as  cash  and  securities account  transactions  and  position  records  of  clients,  regardless  of  whether  such  information  is  stamped “confidential.”         (d)   “Solicitation  of  Business”  means  the  attempt  through  direct  or  indirect  contact by you or by any other Person with your assistance to induce a Client to:                (i)   transfer  the  Client’s  business  from  the  Company  or  any  of  its        Subsidiaries to any other person or entity;               (ii)  cease or curtail the Client’s business with the Company or any of        its Subsidiaries; or               (iii) divert  a  business  opportunity  from  the  Company  or  any  of  its        Subsidiaries to any other person or entity.           (e)   “Officer” shall include any person holding a position title of Assistant Vice   President  or  higher.   Notwithstanding  the  foregoing,  this Paragraph 1 shall  be   inapplicable following a Change in Control   2.    Notice Period Upon Resignation.                                                                             66                                         





 






         (a)   In  order  to  permit  your  Employer,  the  Company  and  its  Subsidiaries  to  safeguard  their  business  interests  and  goodwill  in  the  event  of  your  resignation  from  Employment for  any  reason,  you  agree  to give  your  Employer  advance  notice  of  your  resignation.  The duration of the advance notice you provide (the “Notice Period”) will be  determined by your title at the time you deliver such notice, as follows:               (i)   If you are a member of the State Street Corporation Management        Committee, you will give 180 days’ advance written notice;               (ii)  If you are an Executive Vice President (but not a member of the        Management Committee), you will give 90 days’ advance written notice;               (iii) If  you  are  a  Senior  Vice  President  or  Senior  Managing  Director,        you will give sixty (60) days’ advance notice; and              (iv)  If  you  are  a  Managing  Director  or  Vice  President,  you  will  give        thirty (30) days’ advance notice.   For the avoidance of doubt, the Notice Periods set out above shall be subject always to  any  contractual  obligation  you  have  to  give  a  longer  period  of  notice  of  termination of  your Employment (whether such obligation is contained in your contract of Employment  or any other agreement to which you are a party).        (b)   During the Notice Period, you will cooperate with your Employer, as well  as the Company and its Subsidiaries, and provide them with any requested information  to  assist  with  transitioning  your  duties,  accomplishing  its  or  their  business,  and/or  preserving its or their client relationships.  In its sole discretion, during the Notice Period,  your Employer or the Company may place you on a partial or complete leave of absence  otherwise  known  as  “garden  leave”  and  relieve  you  of  some  or  all  of  your  duties  and  responsibilities and to cease attending your place of work and/or to cease contact with  the Employer’s employees and customers.  During any period of garden leave, you will  remain  subject  to  the  provisions  of  this  agreement  and  to  your  obligation  of  fidelity  to  your  Employer,  the  Company  and  its  Subsidiaries.  Except  as  provided  otherwise  in  Paragraph (d) below, at all times during the Notice Period you shall continue to be an  employee of your Employer, shall continue to receive  your regular salary and benefits  and  you  will  continue  to  comply  with  the  applicable  policies  of  your  Employer,  the  Company,  and  its  Subsidiaries.  However,  you  will  not  be  eligible  for  any  incentive  compensation awards made on or after the first day of the Notice Period or, subject to  applicable law, to accrue any paid vacation time.        (c)   You agree that should you fail to provide advance written notice of your  resignation as required in this Paragraph 2, your Employer, the Company or any of its  Subsidiaries shall be entitled to seek injunctive relief restricting you from employment for  a  period  equal  to  the  period  for  which  notice  of resignation  was  required  but  not  provided, in addition to any other remedies available under law.         (d)   In its sole discretion, at any time during the Notice Period, the Company  or  your  Employer  may  release  you  from  your  obligations  under  this  Paragraph 2,  and  give immediate effect to your resignation and make a payment of basic salary in lieu of  any notice due; provided that such action shall not affect your other obligation under this  Countries Addendum.     3.    Non-Competition.                                          67                                       





 






                                                (a)   This Paragraph 3 shall apply to you at all times during your Employment  and,  in  certain  circumstances,  will  continue  to  apply following  the  termination  of  your  Employment.  You  should  review  it  carefully  and  may,  if  you  wish,  consult  with  an  attorney before accepting this Award.        (b)   During  your  Employment  and   following  its  termination  for  the  period  of  time  specified  in  Paragraph  3(c)  below  (the  entire  period,  including  both  during  Employment  and  after  Employment,  if  any,  the  “Non-Compete  Period”), you  will  not,  directly or indirectly, whether as owner, partner, investor, consultant, agent, employee,  co-venturer  or  otherwise,  compete  with  your  Employer,  the  Company  or  any  of  its  Subsidiaries  within  the  island  of  Ireland  or  the  United  Kingdom,  or  undertake  any  planning for any business competitive with the business of your Employer, the Company  or any of its Subsidiaries.  Specifically, but without limiting the foregoing, you agree not  to  engage  in  any  manner  in  any  activity  that  is  directly  or  indirectly  competitive  or  potentially competitive  with the business of your Employer, the Company or any of its  Subsidiaries as conducted or under consideration at any time during your Employment  and  further  agree  not  to  work  or  provide  services,  in  any  capacity,  whether  as  an  employee, independent contractor or otherwise, whether with or without compensation,  to any Person who is engaged in any business that is competitive with the business of  your  Employer,  the  Company  or  any  of  its  Subsidiaries  for  which  you  have  provided  services, as conducted or in planning during your Employment. The foregoing, however,  shall  not  prevent  your  passive  ownership  of  two  percent  (2%)  or  less  of  the  equity  securities of any publicly traded company.        (c)   The Non-Compete Period will continue (such period to be reduced by the  duration of the Notice Period as defined in Paragraph 2 above) after the termination of  your Employment for any reason under the following circumstances:                                                        Then the Non-            If at the time of termination:            Compete Period                                                       will continue for:                   You were an Executive Vice President or             higher                   You were a Vice President or higher and your             Employer was Charles River Development at any             time during the twelve (12) months immediately             preceding the termination of your Employment   6 months                   You were a Client Executive (as so             designated by the Company or any Subsidiary) at             any time during the twelve (12) months             immediately preceding the termination of your             Employment.              If none of the above apply, but one of the                                                       Then the Non-            following was true at any time during the                                                       Compete Period             twelve (12) months immediately preceding the                                                                          68                                         





 






              termination of your Employment:           will continue for:                   You were a Managing Director, Senior             Managing Director or Senior Vice President                                                            6 months             working in one of the Specified Job Families             (defined below)                  You were a Vice President working in one of                                                            3 months             the Specified Job Families            4.    Definitions.  For the purpose of this Countries Addendum, the following terms         are defined as follows:          (a)   “Client” means a present or former customer or client of the Company or  any  of  its  Subsidiaries  with  whom  you  have  had,  or  with  whom  persons  you  have  supervised  have  had,  substantive  and  recurring  personal  contact  during  your  Employment with the Company or any of its Subsidiaries.  A former customer or client  means a customer or client for which the Company or any of its Subsidiaries stopped  providing all services within twelve months prior to the date your Employment with your  Employer ends.          (b)    “Person” means an individual, a corporation, a limited liability company,  an  association,  a  partnership,  an  estate,  a  trust  and  any  other  entity  or  organization,  other than your Employer, the Company or any of its Subsidiaries.         (c)   “Specified  Job  Families”  are  those  job families  which  State  Street  has  identified as having access to confidential and proprietary information, trade secrets, or  good  will  that  require  protection  following  termination  of  Employment  for  any  reason.  Specified Job Families are listed in Appendix C.  You can find your Job Family in the  State  Street  human  resources information system  (in  MyWorkday,  navigate  to  View  Profile  by  clicking  the cloud  icon  in  the upper  right corner  of  your  screen,  click  View  Profile, and then select the Job tab).        (d)   “Subsidiaries”  means  any  entity  controlling,  controlled  by  or  under  common control with the Company, including direct and indirect subsidiaries existing as  of the date of this Agreement or at any time in the future and has the meaning assigned  to such by section 7 of the Companies Act 2014.        5.    Post-Employment  Cooperation.   You  agree  that,  following  the  termination of your Employment with the Company and its Subsidiaries, you will make  yourself  available  and  reasonably  cooperate  with  the  Company  or  the  relevant  Subsidiary or their advisers with respect to any matters arising during or related to your  Employment, including but not limited to reasonable cooperation in connection with any  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding  (even  if  such  litigation, governmental investigation, or regulatory or other proceeding arises following  the date of this Award to which this Countries Addendum is appended or following the  termination  of  your Employment).   The  Company  or  any  of  its  Subsidiaries  shall  reimburse you for any reasonable out-of-pocket and properly documented expenses you  incur in connection with such cooperation provided that such expenses are approved in  advance by the Company or Employer.                                        69                                       





 






                                                6.    Enforcement.  You acknowledge and agree that the promises contained  in this Countries Addendum are necessary to the protection of the legitimate business  interests of your Employer, the Company and its Subsidiaries, including without limitation  its and their Confidential Information, trade secrets and good will, and are material and  integral  to the  undertakings  of the  Company  under  this  Award  to  which this  Countries  Addendum is  appended.   You  further  agree  that  one  or  more  of  your  Employer,  the  Company and its Subsidiaries will be irreparably harmed in the event you do not perform  such provisions in accordance with their specific terms or otherwise breach the promises  made  herein.   Accordingly,  your  Employer,  the  Company  and  any  of  its  Subsidiaries  shall each be entitled to preliminary or permanent injunctive or other equitable relief or  remedy  without  the  need  to  post  bond,  and  to  recover  its  or  their  reasonable  attorney’s/legal fees and costs incurred in securing such relief, in addition to, and not in  lieu of, any other relief or remedy at law to which it or they may be entitled, including the  immediate forfeiture of any as-yet unvested portion of the Award.  You further agree that,  the periods of restriction contained in this Countries Addendum shall be tolled, and shall  not  run,  during  any  period  in  which  you  are  in  violation  of  the  terms  of this  Countries  Addendum, so that your Employer, the Company and its Subsidiaries shall have the full  protection of the periods agreed to herein.        7.    No  Waiver.   No  delay  by  your  Employer,  the  Company  or  any  of  its  Subsidiaries in exercising any right under this Countries Addendum 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  your  Employer,  the  Company  or  any  of  its  Subsidiaries  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.        8.    Relationship to Other Agreements.  This Addendum supplements and  does not limit, amend or replace any other obligations you may have under applicable  law  or  any  other  agreement  or  understanding  you  may  have  with  your  Employer,  the  Company or any of its Subsidiaries or pursuant to the applicable policies of any of them,  whether such additional obligations have been agreed to in the past, or are agreed to in  the future.        9.    Interpretation of Business Protections.  The agreements made by you  in  Paragraphs 1,  2 and 3 above  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 of the provisions to this Countries Addendum is severable  and  independently  enforceable without  reference  to  the  enforcement  of  any  other  provision.  If any restriction set forth in this Countries Addendum is found by any court of  competent jurisdiction to be unenforceable because it extends for too long a period of  time or over too great a range of activities or in too broad a geographic area, it shall be  interpreted  to  extend  only  over  the  maximum  period  of  time,  range  of  activities  or  geographic area as to which it may be enforceable.        10.   Assignment.  Except  as  provided  otherwise  herein, this  Countries  Addendum shall  be  binding  upon  and  inure  to  the  benefit  of  both  parties  and  their  respective  successors  and  assigns,  including  any  person  or  entity  which  acquires  the  Company  or  its  assets  or  business;  provided,  however,  that  your  obligations  are  personal and may not be assigned by you.         11.   Electronic Acceptance.  By accepting this Award electronically, you will                                                                           70                                         





 






   be deemed to have acknowledged and agreed that you are bound by the terms of this  Countries Addendum, and it shall be deemed to have been accepted by the Company.        12.   Notification  Requirement.  Until  45  days  after  the  period  of  restriction  under Paragraph 2 expires, you shall give notice to the Company of each new business  activity  you  plan  to  undertake,  at  least  5  business  days  prior  to  beginning any  such  activity.   Such  notice  shall  state  the  name  and  address  of  the  Person  for  whom  such  activity is undertaken and the nature of your business relationship(s) and position(s) with  such  Person.   You  shall  provide  the  Company  with  such  other  pertinent  information  concerning such business activity as the Company may reasonably request in order to  determine  your  continued  compliance  with  your  obligations  under this  Countries  Addendum.        13.   Certain Limitations.  Nothing in this Countries Addendum prohibits you  from  reporting  possible  violations  of  law  or  regulation  to  any  governmental  agency  or  regulatory authority or from making other relevant disclosures that are protected under  the  whistleblower  provisions  of  federal  law  or  regulation.   Moreover,  nothing  in  this  Countries Addendum requires you to notify the Company that you have made any such  report or disclosure.  However, in connection with any such activity, you acknowledge  you must take reasonable precautions to ensure that any confidential information that is  disclosed  to  such  authority  is  not  made  generally  available  to  the  public,  including  by  informing such authority of the confidentiality of the same.                                                                         P. ITALY                                                   ______________________________________________________________________    No country-specific provisions.                                                                                                               Q.  JAPAN                                                   ______________________________________________________________________    No country-specific provisions.                                                                                                                                                    R.   JERSEY    ______________________________________________________________________    No country-specific provisions.                                                                                                             S. LUXEMBOURG  ______________________________________________________________________                                         71                                       





 






                                          In consideration of your receipt of this Award, you expressly agree to comply  with the  terms  and  conditions  below  without  regard  to  whether or  not  any  amount  has  been  forfeited, paid, delivered or repaid, under this Award at any time, including the time you  separate  from  service  with  your  Employer,  the  Company  and  its  Subsidiaries.  Your  failure  to  comply  with  the  terms  and  conditions  below  may  result  in  the  sole  determination of the Company in the forfeiture of any or all of the amounts remaining to  be paid under this Award.  All terms used herein shall have the meaning given to them in the Plan or this Award,  except as otherwise expressly provided herein.  1.    Non-Solicitation.         (a)   This Paragraph 1 shall apply to you at any time that you hold the title of  Vice President or higher.        (b)   You agree that, during your Employment and for a period of eighteen (18)  months from the date your Employment terminates for any reason you will not, without  the prior written consent of the Company or your Employer:               (i)   solicit,  directly  or  indirectly  (other  than  through  a  general        solicitation of employment not specifically directed to employees of the Company        or any of its Subsidiaries), the employment of, hire or employ, recruit, or in any        way  assist  another  in  soliciting  or  recruiting  the  employment  of,  or  otherwise        induce the termination of the employment of, any person who then or within the        preceding  twelve  (12)  months  was  an  officer  of  the  Company  or  any  of  its        Subsidiaries  (excluding  any  such  officer  whose  employment  was  involuntarily        terminated); or               (ii)  engage in the Solicitation of Business from any Client on behalf of        any person or entity other than the Company or any of its Subsidiaries.        (c)   “Confidential  Information”  includes  but  is  not  limited  to  all  trade  secrets,  trade  knowledge,  systems,  software,  code,  data  documentation,  files,  formulas,  processes,  programs,  training  aids,  printed  materials,  methods,  books,  records,  client  files,  policies  and  procedures,  client  and  prospect  lists,  employee  data  and  other  information relating to the operations of the Company or any of its Subsidiaries and to its  or  any  of  their  customers,  and  any  and  all  discoveries,  inventions  or  improvements  thereof made or conceived by you or others for the Company or any of its Subsidiaries  whether  or  not  patented  or  copyrighted,  as  well  as  cash  and  securities  account  transactions  and  position  records  of  clients,  regardless  of  whether  such  information  is  stamped “confidential.”         (d)    “Solicitation  of  Business”  means  the  attempt  through  direct  or  indirect  contact by you or by any other Person with your assistance to induce a Client to:                (i)   transfer  the  Client’s  business  from  the  Company  or  any  of  its        Subsidiaries to any other person or entity;               (ii)  cease or curtail the Client’s business with the Company or any of        its Subsidiaries; or               (iii) divert  a  business  opportunity  from  the  Company  or  any  of  its        Subsidiaries to any other person or entity.           (e)  “Officer” shall include any person holding a position title of Assistant Vice                                                                          72                                         





 






    President or higher.  Notwithstanding the foregoing, this Clause 4 shall be inapplicable   following a Change in Control.        2.    Non-Competition.        (a) This Paragraph 2 shall  apply  to  you  at  all  times  during  your  Employment  and,  in  certain  circumstances,  will  continue  to  apply  following  the  termination  of  your  Employment.   You  should  review  it  carefully  and  may,  if  you  wish,  consult  with  an  attorney before accepting this Award.        (b) During  your Employment you  will  not,  directly  or  indirectly,  whether  as  owner, partner, investor, consultant, agent, co-venturer or otherwise, compete with your  Employer, the Company or any of its Subsidiaries in any geographic area in which it or  they  do  business,  or  undertake any  planning  for  any  business  competitive  with  the  business  of  your  Employer,  the  Company  or  any  of  its  Subsidiaries.   Specifically,  but  without limiting the foregoing, you agree not to engage in any manner in any activity that  is  directly  or  indirectly  competitive  or  potentially  competitive  with  the  business  of  your  Employer, the Company or any of its Subsidiaries as conducted or under consideration  at any time during your Employment and further agree not to work or provide services, in  any  capacity,  whether  as  an  employee,  independent  contractor  or  otherwise,  whether  with  or  without  compensation,  to  any  Person  who  is  engaged  in  any  business  that  is  competitive with the business of your Employer, the Company or any of its Subsidiaries  for  which  you  have  provided  services,  as  conducted  or  in  planning  during  your  Employment. The foregoing, however, shall not prevent your passive ownership of two  percent (2%) or less of the equity securities of any publicly traded company.        (c) For the period of time specified in Paragraph 2(d) below after you leave the  company  (the  “Non-Compete  Period”),  whatever  the  reason,  you  will  not,  directly  or  indirectly,  as  a  self-employed  person  whether  as  owner,   co-venturer  or  otherwise,  compete with your Employer, the Company or any of its Subsidiaries in any geographic  area  in  which  it  or  they  do  business,  or  undertake  any  planning  for  any  business  competitive with the business of your Employer, the Company or any of its Subsidiaries,  this area being in any case limited to the Grand-Duchy of Luxembourg.  Specifically, but  without  limiting  the  foregoing,  you  agree  not  to  engage  in  any  manner  as  a  self- employed  person  in  any  activity  that  is  directly  or  indirectly  competitive  or  potentially  competitive with the business of your Employer, the Company or any of its Subsidiaries  as  conducted  or  under  consideration  at  any  time  during  your  Employment.   The  foregoing,  however,  shall  not  prevent  your  passive  ownership  of  two  percent  (2%)  or  less of the equity securities of any publicly traded company.        (d) The  Non-Compete  Period  will  continue  after  the  termination  of  your  Employment for any reason under the following circumstances:                                                        Then the Non-            If at the time of termination:            Compete Period                                                       will continue for:                   You were an Executive Vice President or             higher                                                           12 months                  You were a Vice President or higher and your             Employer was Charles River Development at any                                        73                                       





 






                                                     time during the twelve (12) months immediately             preceding the termination of your Employment                   You were a Client Executive (as so             designated by the Company or any Subsidiary) at             any time during the twelve (12) months             immediately preceding the termination of your             Employment.              If none of the above apply, but one of the                                                       Then the Non-            following was true at any time during the                                                       Compete Period             twelve (12) months immediately preceding the                                                       will continue for:             termination of your Employment:                   You were a Managing Director, Senior             Managing Director or Senior Vice President                                                            6 months             working in one of the Specified Job Families             (defined below)                  You were a Vice President working in one of                                                            3 months             the Specified Job Families               3.    Definitions.  For the purpose of this Countries Addendum, the following              terms are defined as follows:          (a) “Client” means  a  present  or former customer  or client  of the  Company  or  any  of  its  Subsidiaries  with  whom  you  have  had,  or  with  whom  persons  you  have  supervised  have  had,  substantive  and  recurring  personal  contact  during  your  Employment with the Company or any of its Subsidiaries.  A former customer or client  means a customer or client for which the Company or any of its Subsidiaries stopped  providing all services within twelve months prior to the date your Employment with your  Employer ends.          (b) “Person” means an individual, a corporation, a limited liability company, an  association, a partnership, an estate, a trust and any other entity or organization, other  than your Employer, the Company or any of its Subsidiaries.        (c) “Subsidiaries” means any entity controlling, controlled by or under common  control  with  the  Company,  including  direct  and  indirect  subsidiaries existing  as  of  the  date of this Agreement or at any time in the future.        (d) “Specified  Job  Families”  are  those  job  families  which  State  Street  has  identified as having access to confidential and proprietary information, trade secrets, or  good  will  that  require  protection  following  termination  of  Employment  for  any  reason.  Specified Job Families are listed in Appendix C.  You can find your Job Family in the  State  Street  human  resources information system  (in  MyWorkday,  navigate  to  View  Profile  by  clicking  the cloud  icon  in  the upper  right corner  of  your  screen,  click  View  Profile, and then select the Job tab).                                                                          74                                         





 






         4.    Post-Employment  Cooperation.   You  agree  that,  following  the  termination  of  your Employment with  the  Company  and  its  Subsidiaries,  you  will  reasonably cooperate with the Company or the relevant Subsidiary with respect to any  matters  arising  during  or  related  to  your Employment,  including  but  not  limited  to  reasonable cooperation in connection with any litigation, governmental investigation, or  regulatory  or  other  proceeding  (even  if  such  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding  arises  following  the  date  of  this  Award  to  which this  Countries  Addendum is  appended  or  following  the  termination  of  your Employment).   The Company or any of its Subsidiaries shall reimburse you for any reasonable out-of- pocket  and  properly  documented  expenses  you  incur  in  connection  with  such  cooperation.        5.    Enforcement.  You acknowledge and agree that the promises contained  in this Countries Addendum are necessary to the protection of the legitimate business  interests of your Employer, the Company and its Subsidiaries, including without limitation  its and their confidential information, trade secrets and good will, and are material and  integral  to the  undertakings  of the  Company  under  this  Award  to  which this  Countries  Addendum is  appended.   You  further  agree  that  one  or  more  of  your Employer,  the  Company and its Subsidiaries will be irreparably harmed in the event you do not perform  such provisions in accordance with their specific terms or otherwise breach the promises  made  herein.   Accordingly,  your  Employer,  the  Company  and  any  of  its  Subsidiaries  shall each be entitled to preliminary or permanent injunctive or other equitable relief or  remedy without the need to post bond, and to recover its or their reasonable attorney’s  fees and costs incurred in securing such relief, in addition to, and not in lieu of, any other  relief  or  remedy  at  law  to  which  it  or  they  may  be  entitled,  including  the  immediate  forfeiture of any as-yet unvested portion of the Award.         6.    No  Waiver.   No  delay  by  your  Employer,  the  Company  or  any  of  its  Subsidiaries in exercising any right under this Countries Addendum 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  your  Employer,  the  Company  or  any  of  its  Subsidiaries  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.        7.    Relationship to Other Agreements.  This Addendum supplements and  does not limit, amend or replace any other obligations you may have under applicable  law  or  any  other  agreement  or  understanding  you  may  have  with  your  Employer,  the  Company or any of its Subsidiaries or pursuant to the applicable policies of any of them,  whether such additional obligations have been agreed to in the past, or are agreed to in  the future.        8.    Interpretation of Business Protections.  The agreement made by you  in Paragraph 1 and 2 above 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  of  the  provisions  to this  Countries  Addendum is  severable  and  independently enforceable without reference to the enforcement of any other provision.   If any restriction set forth in this Countries Addendum is found by any court of competent  jurisdiction to be unenforceable because it extends for too long a period of time or over  too great a range of activities or in too broad a geographic area, it shall be interpreted to  extend only over the maximum period of time, range of activities or geographic area as  to which it may be enforceable.                                        75                                       





 






                                                9.    Assignment.  Except  as  provided  otherwise  herein, this  Countries  Addendum shall  be  binding  upon  and  inure  to  the  benefit  of  both  parties  and  their  respective  successors  and assigns,  including  any  person  or  entity  which  acquires  the  Company  or  its  assets  or  business;  provided,  however,  that  your  obligations  are  personal and may not be assigned by you.         10.   Electronic Acceptance.  By accepting this Award electronically, you will  be deemed to have acknowledged and agreed that you are bound by the terms of this  Countries Addendum, and it shall be deemed to have been accepted by the Company.        11.   Certain Limitations        (a) Nothing this  Countries  Addendum prohibits  you  from  reporting  possible  violations of federal law or regulation to any governmental agency or regulatory authority  or from making other disclosures that are protected under the whistleblower provisions  of state law or regulation.  Moreover, nothing in this Countries Addendum requires you to  notify  the  Company  that  you  have  made  any  such  report  or  disclosure.   However,  in  connection  with  any  such  activity,  you  acknowledge  you  must  take  reasonable  precautions to ensure that any confidential information that is disclosed to such authority  is not made generally available to the public, including by informing such authority of the  confidentiality of the same.        (b) Despite the foregoing, you also acknowledge that you are not permitted to  disclose  to  any  third-party,  including  any  governmental  or  regulatory  authority,  any  information learned in the course of your Employment that is protected from disclosure  by  any  applicable  privilege,  including  but  not  limited  to  the  attorney-client  privilege,  attorney  work  product  doctrine,  and/or  privileges  applicable  to  information  covered  by  the bank secrecy (Article 41 of the Law on the financial sector dated April 5, 1993, as  amended), including information that would reveal the existence or contemplated filing of  a suspicious activity report.  Your Employer, the Company and its Subsidiaries do not  waive any applicable privileges or the right to continue to protect its and their privileged  attorney-client information, attorney work product, and other privileged information.                                      T.  NETHERLANDS  ______________________________________________________________________    Waiver of Termination Rights.  As a condition to the grant of this Award, you hereby  waive any and all rights to compensation or damages as a result of the termination of  Employment with the Company and the Subsidiary that employs you in the Netherlands  for any reason whatsoever, insofar as those rights result or may result from (a) the loss  or diminution in value of such rights or entitlements under the Plan, or (b) your ceasing  to have rights under, or ceasing to be entitled to any awards under the Plan as a result  of such termination.                                                                           U.   NORWAY                                                                                                                           76                                         





 






   ______________________________________________________________________    No country-specific provisions.                                                                                                              V.   POLAND                                                   ______________________________________________________________________            Kopię tej Umowy w języku polskim może Pan/Pani otrzymać wchodząc na Stronę.                                                                                                                                                 W.    SINGAPORE  ______________________________________________________________________    Qualifying Person Exemption.  The following provision shall replace Section 16(h) of  the Agreement:     The grant of the Award under the Plan is being made pursuant to the “Qualifying Person”  exemption” under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006  Ed.)  (“SFA”).   The  Plan  has  not  been and  will  not  be lodged  or  registered  as  a  prospectus  with  the  Monetary  Authority  of  Singapore and  is  not  regulated  by  any  financial  supervisory  authority  pursuant  to  any  legislation  in  Singapore.   Accordingly,  statutory liability under the SFA in relation to the content of prospectuses shall not apply.   You should note that, as a result, the Award is subject to section 257 of the SFA and you  will not be able to make:               (i)   any subsequent sale of shares of Common Stock in Singapore; or             (ii)  any  offer  of  such  subsequent  sale  of  shares  of  Common  Stock            subject  to  the  Award in  Singapore,  unless  such  sale  or  offer  is  made            pursuant  to  the  exemptions  under  Part  XIII  Division  (1)  Subdivision  (4)            (other than section 280) of the SFA (Chapter 289, 2006 Ed.).                                        X. SOUTH KOREA                                                    ______________________________________________________________________    In consideration of your receipt of this Award, you expressly agree to comply  with the  terms  and  conditions  below  without  regard  to  whether  or  not  any  amount  has  been  forfeited, paid, delivered or repaid, under this Award at any time, including the time you  separate from service with the Company and its Subsidiaries.  Failure to comply with the  terms and conditions of this Countries Addendum may result in the sole determination of                                         77                                       





 






                                          the Company in the forfeiture of any or all of the amounts remaining to be paid under this  Award.  In addition, your eligibility to participate in the Plan in the future, including any potential  future  grants  of  awards  under  the  Plan  (or  any  successor  incentive  plan  of  the  Company),  is  subject  to  and  conditioned  on  your  compliance  with  the  terms  and  conditions of this Countries Addendum.   This  Countries Addendum contains  a  covenant  not  to  compete  in  Paragraph  5  which  shall  apply  to  you  under  the  circumstances  described  in  Paragraph  5.   You  should  review it carefully. You may consult with an attorney before accepting the Award. You  may consider whether you wish to accept the Award for up to 30 days from the date it  was  first  made  available  to  you  on  the  Website.   By  accepting  the  Award,  you  acknowledge and agree that it is fair and adequate consideration for the covenant not to  compete and other promises you make in this Countries Addendum.   All terms used herein shall have the meaning given to them in the Plan or this Award,  except as otherwise expressly provided herein.    1.    Confidentiality.          (a)   You acknowledge that you have access to Confidential Information which  is not generally known or made available to the general public and that such Confidential  Information  is  the  property  of  the  Company,  its  Subsidiaries  or  its  or  their  licensors,  suppliers  or  customers.   Subject  to  Paragraph  16,  below,  you  agree  specifically  as  follows,  in  each  case  whether  during  your  Employment  or  following  the  termination  thereof:               (i)   You  will  always  preserve  as  confidential  all  Confidential        Information, and will never use it for your own benefit or for the benefit of others;        this  includes  that  you  will  not  use  the  knowledge  of  activities  or  positions  in        clients’ securities portfolio accounts or cash accounts for your own personal gain        or for the gain of others.              (ii)  You  will  not  disclose,  divulge,  or  communicate  Confidential        Information to any unauthorized person, business or corporation during or after        the termination of your Employment with the Company and its Subsidiaries.  You        will  use  your  best  efforts  and  exercise  due  diligence  to  protect, to  not disclose        and to keep as confidential all Confidential Information.              (iii) You  will  not  initiate  or  facilitate  any  unauthorized  attempts  to        intercept data in transmission or attempt entry into data systems or files.  You will        not intentionally affect the integrity of any data or systems of the Company or any        of  its  Subsidiaries  through  the  introduction  of  unauthorized  code  or  data,  or        through  unauthorized  deletion  or  addition.   You  will  abide  by  all  applicable        Corporate Information Security procedures.              (iv)  Upon  the  earlier  of  request  or  termination  of  Employment,  you        agree to return to the Company or the relevant Subsidiaries, or if so directed by        the Company or the relevant Subsidiaries, destroy any and all copies of materials        in your possession containing Confidential Information.        (b)   The  terms  of  this  Countries Addendum do  not  apply  to  any  information  which is previously known to you without an obligation of confidence or without breach of                                                                           78                                         





 






   this Countries Addendum, is publicly disclosed (other than by a violation by you of the  terms of this Countries Addendum) either prior to or subsequent to your receipt of such  information,  or  is  rightfully  received  by  you  from  a  third  party  without  obligation  of  confidence and other than in relation to your Employment with the Company or any of its  Subsidiaries.  State Street recognizes that certain disclosures of confidential information to appropriate  government  authorities  or  other  designated  persons  are  protected  by  “whistleblower”  and  other  laws.   Nothing  in this  Countries Addendum is  intended  to  or  should  be  understood  or  construed  to  prohibit  or  otherwise  discourage  such  disclosures.   State  Street will not tolerate any discipline or other retaliation against employees who properly  make such legally-protected disclosures.   2.     Assignment and Disclosure.          (a)   You acknowledge that, by reason of being employed by your Employer, to  the extent permitted by law, all works, deliverables, products, methodologies and other  work product conceived, created and/or reduced to practice by you, individually or jointly  with others, during the period of your Employment by your Employer and relating to the  Company  or  any  of  its  Subsidiaries  or  demonstrably  anticipated  business,  products,  activities, research or development of the Company or any of its Subsidiaries or resulting  from any work performed by you for the Company or any of its Subsidiaries, including,  without limitation, any track record with which you may be associated as an investment  manager or fund manager (collectively, “Work Product”), that consists of copyrightable  subject matter is "work made for hire" as defined in the Copyright Act of 1976 (17 U.S.C.  §  101),  and  such  copyrights  are  therefore  owned,  upon  creation,  exclusively  by  State  Street. To the extent the foregoing does not apply and to the extent permitted by law,  you hereby assign and agree to assign, for no additional consideration, all of your rights,  title and interest in any Work Product and any intellectual property rights therein to State  Street.   You  hereby waive  in  favor  of  State  Street  any  and  all  artist’s  or  moral  rights  (including without limitation, all rights of integrity and attribution) you may have pursuant  to any applicable law, rules or regulations in respect of any Work Product and all similar  rights thereto.  You will not pursue any ownership or other interest in such Work Product,  including, without limitation, any intellectual property rights.         (b)   You  will  disclose  promptly  and  in  writing  to  the  Company  or  your  Employer all Work Product, whether or not patentable or copyrightable.  You agree to  reasonably cooperate with State Street:               (i)   to  transfer  to  State  Street  the Work  Product  and  any  intellectual        property rights therein;               (ii)  to obtain or perfect such rights;               (iii) to execute all papers, at State Street’s expense, that State Street        shall  deem  necessary  to  apply  for  and  obtain  domestic  and  foreign  patents,        copyright and other registrations; and               (iv)  to protect and enforce State Street’s interest in them.          (c)   These obligations shall continue beyond the period of your Employment  with respect to inventions or creations conceived or made by you during the period of  your Employment.                                         79                                       





 






                                          3.     Non-Solicitation.         (a)   This Paragraph 3 shall apply to you at any time that you hold the title of  Vice President or higher.        (b)   You agree that, during your Employment and for a period of eighteen (18)  months from the date your Employment terminates for any reason you will not, without  the prior written consent of the Company or your Employer:               (i)   solicit,  directly  or  indirectly  (other  than  through  a  general        solicitation of employment not specifically directed to employees of the Company        or any of its Subsidiaries), the employment of, hire or employ, recruit, or in any        way  assist  another  in  soliciting  or  recruiting  the  employment  of,  or  otherwise        induce the termination of the employment of, any person who then or within the        preceding  twelve  (12)  months  was  an  officer  of  the  Company  or  any  of  its        Subsidiaries  (excluding  any  such  officer  whose  employment  was  involuntarily        terminated); or               (ii)  engage in the Solicitation of Business from any Client on behalf of        any person or entity other than the Company or any of its Subsidiaries.     (c) For  purposes  of  this  Paragraph  3,  “officer”  shall  include  any  person  holding  a        position  title  of  Assistant  Vice  President  or  higher.   Notwithstanding  the        foregoing, this Paragraph 3 shall be inapplicable following a Change in Control.   4.     Notice Period Upon Resignation.          (a)   This Paragraph 4 shall apply to you at any time that you hold the title of  Vice President or higher.  If you are subject to an employment agreement that requires a  longer notice period, that employment agreement shall govern.        (b)   In  order  to  permit  the  Company  and  its  Subsidiaries  to  safeguard  their  business interests and goodwill in the event of your resignation from Employment for any  reason,  you  agree  to  give  your  Employer  advance  notice  of  your  resignation.   The  duration of the advance notice you provide (the “Notice Period”) will be determined  at  the time you deliver such notice, as follows:              (i)   if you are a member of the Management Committee, you will give        180 days’ advance notice;              (ii)  if you are an Executive Vice President (but not a member of the        Management Committee), you will give ninety (90) days’ advance notice;               (iii) If  you  are  a  Senior  Vice  President  or  Senior  Managing  Director,        you will give sixty (60) days’ advance notice; and              (iv)  if  you  are  a  Managing  Director  or  Vice  President,  you  will  give        thirty (30) days’ advance notice.        (c)   During the Notice Period, you will cooperate with your Employer, as well  as the Company and its Subsidiaries, and provide them with any requested information  to  assist  with  transitioning  your  duties,  accomplishing  its  or  their  business,  and/or  preserving its or their client relationships.          (d)   In  its  sole  discretion,  during  the  Notice  Period,  your  Employer  or  the  Company may place you on a partial or complete leave of absence and relieve you of  some  or  all  of  your  duties  and  responsibilities.   Except  as  provided  otherwise  in  (f)                                                                          80                                         





 






   below, at all times during the Notice Period you shall continue to be an employee of your  Employer, shall continue to receive your regular salary and benefits (although you may  not be eligible for any new incentive compensation awards or, subject to applicable law,  to  accrue  any  paid  vacation  time),  and  shall  continue  to  comply  with  the  applicable  policies of your Employer, the Company and its Subsidiaries.          (e)   You  agree  that  should  you  fail  to  provide  advance  notice  of  your  resignation as required in this Paragraph 4, your Employer, the Company or any of its  Subsidiaries shall be entitled to seek injunctive relief restricting you from employment for  a  period  equal  to  the  period  for  which  notice  of  resignation  was  required  but  not  provided, and for the period of restriction under Paragraph 5, if applicable, in addition to  any other remedies available under law.         (f)   If  you  have  sixty  (60)  or  fewer  days’  notice  remaining  in  your  required  Notice  Period  under  this  Paragraph  4,  your  Employer,  or  the Company,  or  any  of  its  Subsidiaries may, at any time during the remainder of your Notice Period, release you  from  your  obligations  under  this  Paragraph  4  and  give  immediate  effect  to  your  resignation; provided that such action shall not affect your other obligations under this  Countries Addendum.          (g)   Notwithstanding  the  foregoing,  if  you  hold  the  title  of  Executive  Vice  President  or  higher  this  Paragraph  4  shall  not  apply  in  the  event  you  terminate  your  Employment for Good Reason on or prior to the first anniversary of a Change in Control  (each as defined in the Plan).   5.     Non-Competition.        (a)   This Paragraph 5 shall apply to you at all times during your Employment  and,  in  certain  circumstances,  will  continue  to  apply  following  the  termination  of  your  Employment.   You should  review  it  carefully  and  may,  if  you  wish,  consult  with  an  attorney before accepting this Award.        (b)   During  your  Employment,  and  following  its  termination  for  the  period  of  time  specified  in  Paragraph  5(c)  below  (the  entire  period,  including  both  during  Employment  and  after  Employment,  if  any,  the  “Non-Compete  Period”),  you  will  not,  anywhere  in  the  Restricted  Area, for  yourself  or any  other  person  or  entity,  directly  or  indirectly, in any Restricted Capacity, engage in, provide services to, consult for, or be  employed  by  a  business  that  provides  products  or  services  competitive  with  any  products  or  services  of  your  Employer,  the  Company  or  any  of  its  Subsidiaries  with  respect to which you were involved at any time during your Employment or, with respect  to the portion of the Non-Compete Period that follows termination of your Employment,  within the two years preceding the date of the termination of your Employment.        (c)   Unless one of the exceptions in Paragraph 5(d) applies to you, the Non- Compete Period will continue after the termination of your Employment for any reason  under the following circumstances:                                                        Then the Non-            If at the time of termination:            Compete Period                                                       will continue for:                   You were an Executive Vice President or  12 months                                         81                                       





 






                                                     higher                   You were a Vice President or higher and your             Employer was Charles River Development at any             time during the twelve (12) months immediately             preceding the termination of your Employment                   You were a Client Executive (as so             designated by the Company or any Subsidiary) at             any time during the twelve (12) months             immediately preceding the termination of your             Employment.              If none of the above apply, but one of the                                                       Then the Non-            following was true at any time during the                                                       Compete Period             twelve (12) months immediately preceding the                                                       will continue for:             termination of your Employment:                   You were a Managing Director, Senior             Managing Director or Senior Vice President                                                            6 months             working in one of the Specified Job Families             (defined below)                  You were a Vice President working in one of                                                            3 months             the Specified Job Families                       (d)   “Restricted Area” means anywhere that your Employer, the Company or  any  of  its  Subsidiaries  markets  its  products  or  services  (which  you  acknowledge  specifically includes the entire world), or with respect to the portion of the Non-Compete  Period  that  follows  termination  of  your  Employment,  anywhere  in  which  you  provided  services  or  had  a  material  presence  or  influence  on  behalf  of  your  Employer,  the  Company  or  any of  its  Subsidiaries  at  any  time  within  the  2-year  period  immediately  preceding such termination.         (e)   “Restricted Capacity” means any capacity, or with respect to the portion  of the Non-Compete Period that follows termination of your Employment, any capacity  that  is  the  same  or  similar  to  the  capacity  in  which  you  were  employed  by  your  Employer, the Company or any of its Subsidiaries at any time within the 2-year period  immediately preceding such termination and/or involves any services that you provided  to your Employer, the Company or any of its Subsidiaries at any time within such 2-year  period.         (f)   “Specified  Job  Families”  are  those job families  which  State  Street  has  identified as having access to confidential and proprietary information, trade secrets, or  good will  that  require  protection  following  termination  of  Employment  for  any  reason.                                                                           82                                         





 






   Specified Job Families are listed in Appendix C.  You can find your Job Family in the  State  Street  human  resources information system  (in  MyWorkday,  navigate  to  View  Profile by  clicking  the cloud  icon  in  the upper  right corner  of  your  screen,  click  View  Profile, and then select the Job tab).   6.     Definitions – Countries  Addendum.  For  the  purpose  of  this  Countries  Addendum, the following terms are defined as follows:          (a)   “Client” means a prospective, present or former customer or client of the  Company or any of its Subsidiaries with whom you have had, or with whom persons you  have  supervised  have  had,  substantive  and  recurring  personal  contact  during  your  Employment with the Company or any of its Subsidiaries.  A former customer or client  means a customer or client for which the Company or any of its Subsidiaries stopped  providing all services within twelve (12) months prior to the date your Employment with  your Employer ends.          (b)   “Confidential  Information”  includes  but  is  not  limited  to  all  trade  secrets,  trade  knowledge,  systems,  software,  code,  data  documentation,  files,  formulas,  processes,  programs,  training  aids,  printed  materials,  methods,  books,  records,  client  files,  policies  and procedures,  client  and  prospect  lists,  employee  data  and  other  information relating to the operations of the Company or any of its Subsidiaries and to its  or  any  of  their  customers,  and  any  and  all  discoveries,  inventions  or  improvements  thereof made or conceived by you or others for the Company or any of its Subsidiaries  whether  or  not  patented  or  copyrighted,  as  well  as  cash  and  securities  account  transactions  and  position  records  of  clients,  regardless  of  whether  such  information  is  stamped “confidential.”         (c)    “Person” means an individual, a corporation, a limited liability company,  an  association,  a  partnership,  an  estate,  a  trust  and  any  other  entity  or  organization,  other than your Employer, the Company or any of its Subsidiaries.        (d)    “Solicitation  of  Business”  means  the  attempt  through  direct  or  indirect  contact by you or by any other Person with your assistance to induce a Client to:                (i)   transfer  the  Client’s  business  from  the  Company  or  any  of  its        Subsidiaries to any other person or entity;               (ii)  cease or curtail the Client’s business with the Company or any of        its Subsidiaries; or               (iii) divert  a  business  opportunity  from  the  Company  or  any  of  its        Subsidiaries to any other person or entity.          (e)   “Subsidiaries”  means  any  entity  controlling,  controlled  by  or  under  common control with the Company, including direct and indirect subsidiaries existing as  of the date of this Agreement or at any time in the future.   7.     Post-Employment Cooperation.  You agree that, following the termination of  your Employment with the Company and its Subsidiaries, you will reasonably cooperate  with the Company or the relevant Subsidiary with respect to any matters arising during  or  related  to  your  Employment,  including  but  not  limited  to  reasonable  cooperation  in  connection  with  any  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding  (even  if  such  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding arises following the date of this Award to which this Countries Addendum is                                         83                                       





 






                                          appended or following the termination of your Employment).  The Company or any of its  Subsidiaries  shall  reimburse  you  for  any  reasonable  out-of-pocket  and  properly  documented expenses you incur in connection with such cooperation.   8.     Non-Disparagement.  Subject to Paragraph 16, below, you agree that during  your  Employment  and  following  the  termination  thereof  you  shall  not  make  any  false,  disparaging, or derogatory statements to any media outlet (including Internet-based chat  rooms, message boards, any and all social media, and/or web pages), industry groups,  financial  institutions,  or  to  any  current,  former  or  prospective  employees,  consultants,  clients,  or  customers  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 or financial condition of the Company or  any of its Subsidiaries.   9.     Enforcement.  You acknowledge and agree that the promises contained in this  Countries Addendum are necessary to the protection of the legitimate business interests  of your Employer, the Company and its Subsidiaries, including without limitation its and  their Confidential Information, trade secrets and goodwill, and are material and integral  to the undertakings of the Company under this Award to which this Countries Addendum  is appended.  You further agree that one or more of your Employer, the Company and its  Subsidiaries will be irreparably harmed in the event you do not perform such promises in  accordance  with  their  specific  terms  or  otherwise  breach  the  promises  made  herein.   Accordingly,  your  Employer,  the  Company  and  any  of  its  Subsidiaries  shall  each  be  entitled to preliminary or permanent injunctive or other equitable relief or remedy without  the need to post bond, and to recover its or their reasonable attorney’s fees and costs  incurred  in  securing  such  relief,  in  addition  to,  and  not  in  lieu  of,  any  other  relief  or  remedy at law to which it or they may be entitled.  You further agree that, the periods of  restriction contained in this Countries Addendum shall be tolled, and shall not run, during  any period in which you are in violation of the terms of this Countries Addendum, so that  your  Employer,  the  Company  and  its  Subsidiaries  shall  have  the  full  protection  of  the  periods  agreed  to  herein.   Should  the  Company  determine  that  any  portion  of  the  Common  Stock granted  to  you  in  connection  with  this  Award  are  to  be  forfeited  on  account  of  your breach  of  the  provisions  of  this  Countries Addendum,  any  unvested  portion of your Award will cease to vest upon such determination.   10.    No  Waiver.  No  delay  by  your  Employer,  the  Company  or  any  of  its  Subsidiaries in exercising any right under this Countries Addendum 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  your  Employer,  the  Company  or  any  of  its  Subsidiaries  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.   11.    Relationship to Other Agreements.  This Addendum supplements and does  not limit, amend or replace any other obligations you may have under applicable law or  any other agreement or understanding you may have with your Employer, the Company  or any of its Subsidiaries or pursuant to the applicable policies of any of them, whether  such  additional  obligations  have  been  agreed  to  in  the past,  or  are  agreed  to  in  the  future.                                                                           84                                         





 






   12.    Interpretation  of  Business  Protections.  The  agreements  made  by  you  in  Paragraphs 1, 2, 3, 4 and 5 above 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 of the provisions to this Countries Addendum is severable  and  independently  enforceable  without  reference  to  the  enforcement  of  any  other  provision.  If any restriction set forth in this Countries Addendum is found by any court of  competent jurisdiction to be unenforceable because it extends for too long a period of  time or over too great a range of activities or in too broad a geographic area, it shall be  interpreted  to  extend  only  over  the  maximum  period of  time,  range  of  activities  or  geographic area as to which it may be enforceable.   13.    Assignment.  Except as provided otherwise herein, this Countries Addendum  shall  be  binding  upon  and  inure  to  the  benefit  of  both  parties  and  their  respective  successors and assigns, including any person or entity which acquires the Company or  its assets or business; provided, however, that your obligations are personal and may  not be assigned by you.    14.    Electronic  Acceptance.  By  accepting  this  Award  electronically,  you  will  be  deemed  to  have  acknowledged  and  agreed  that  you  are  bound  by  the  terms  of  this  Countries Addendum, and it shall be deemed to have been accepted by the Company.   You  agree  that  this  electronic  acceptance  by  both  you  and  the  Company  shall  be  deemed equivalent to the Award having been signed by both parties.   15.    Notification  Requirement.  Until  forty-five  (45)  days  after  the  period  of  restriction under Paragraph 5 expires, you shall give notice to the Company of each new  business activity you plan to undertake, at least five (5) business days prior to beginning  any such activity.  Such notice shall state the name and address of the Person for whom  such  activity  is  undertaken  and  the  nature  of  your  business  relationship(s)  and  position(s) with such Person.  You shall provide the Company with such other pertinent  information concerning such business activity as the Company may reasonably request  in  order  to  determine  your  continued  compliance  with  your  obligations  under  this  Countries Addendum.   16.    Certain Limitations.        (a)   Nothing in this Countries Addendum prohibits you from reporting possible  violations of any applicable law or regulation to any governmental agency or regulatory  authority  or  from  making  other  disclosures  that  are  protected  under  the  whistleblower  provisions of federal law or regulation.  Moreover, nothing in this Countries Addendum  requires you to notify the Company that you have made any such report or disclosure.   However,  in  connection  with  any  such  activity,  you  acknowledge  you  must  take  reasonable precautions to ensure that any Confidential Information that is disclosed to  such authority is not made generally available to the public, including by informing such  authority of the confidentiality of the same.        (b)   You shall not be held criminally or civilly liable under any applicable trade  secret laws if you disclose a Company trade secret:               (i)   in confidence to a regulatory or government official, either directly              or  indirectly,  or  to  an  attorney,  solely  for  the  purposes  of  reporting  or              investigating a suspected violation of law; or                                          85                                       





 






                                                      (ii)  in  a  complaint  or  other  document  filed  in  a  lawsuit  or  other              proceeding, if such filing is made under seal.        (c)   Despite the foregoing, you also acknowledge that you are not permitted to  disclose  to  any  third-party,  including  any  governmental or  regulatory  authority,  any  information learned in the course of your Employment that is protected from disclosure  by  any  applicable  privilege,  including  but  not  limited  to  the  attorney-client  privilege,  attorney  work product  doctrine,  the  bank  examiner’s  privilege,  and/or  privileges  applicable  to  information  to  the  extent  permitted  by  the  applicable  law,  including  information that would reveal the existence or contemplated filing of a suspicious activity  report.  Your Employer, the Company and its Subsidiaries do not waive any applicable  privileges  or  the  right  to  continue  to  protect  its  and  their  privileged  attorney-client  information, attorney work product, and other privileged information.                                                                                                             Y.  SWITZERLAND  ______________________________________________________________________                                                                              Securities  Law  Notice. Neither  this  document  nor  any other  materials  relating  to  the  Award (i) constitutes a prospectus according to articles 35 et. seq. of the Swiss Federal  Act  on  Financial  Services,  (ii) may  be  publicly  distributed  or otherwise  made  publicly  available  in  Switzerland to  any  person  other  than  an  employee  of  the  Company  or  a  Subsidiary, or (iii) has been or will be filed with, approved or supervised by any Swiss  reviewing body according to article 51 FinSa or any Swiss regulatory authority, including  the Swiss Financial Market Supervisory Authority FINMA.                                                                           Z. TAIWAN                                                   ______________________________________________________________________    No country-specific provisions.                                                                                                                                   AA.   THAILAND                                                                                                                    In consideration of your receipt of this Award, you expressly agree to comply  with the  terms  and  conditions  below  without  regard  to  whether  or  not  any  amount  has  been  forfeited, paid, delivered or repaid, under this Award at any time, including the time you  separate from service with the Company and its Subsidiaries.  Failure to comply with the  terms and conditions of this Countries Addendum may result in the sole determination of                                                                           86                                         





 






   the Company in the forfeiture of any or all of the amounts remaining to be paid under this  Award.  In addition, your eligibility to participate in the Plan in the future, including any potential  future  grants  of  awards  under  the  Plan  (or  any  successor  incentive  plan  of  the  Company),  is  subject  to  and  conditioned  on  your  compliance  with  the  terms  and  conditions of this Countries Addendum.   This  Countries Addendum contains  a  covenant  not  to  compete  in  Paragraph  5  which  shall  apply  to  you  under  the  circumstances  described  in  Paragraph  5.   You  should  review it carefully. You may consult with an attorney before accepting the Award. You  may consider whether you wish to accept the Award for up to 30 days from the date it  was  first  made  available  to  you  on  the  Website.   By  accepting  the  Award,  you  acknowledge and agree that it is fair and adequate consideration for the covenant not to  compete and other promises you make in this Countries Addendum.   All terms used herein shall have the meaning given to them in the Plan or this Award,  except as otherwise expressly provided herein.    1.    Confidentiality.          (a)   You acknowledge that you have access to Confidential Information which  is not generally known or made available to the general public and that such Confidential  Information  is  the  property  of  the  Company,  its  Subsidiaries  or  its  or  their  licensors,  suppliers  or  customers.   Subject  to  Paragraph  16,  below,  you  agree  specifically  as  follows,  in  each  case  whether  during  your  Employment  or  following  the  termination  thereof:               (i)   You  will  always  preserve  as  confidential  all  Confidential        Information, and will never use it for your own benefit or for the benefit of others;        this  includes  that  you  will  not  use  the  knowledge  of  activities  or  positions  in        clients’ securities portfolio accounts or cash accounts for your own personal gain        or for the gain of others.              (ii)  You  will not  disclose,  divulge,  or  communicate  Confidential        Information to any unauthorized person, business or corporation during or after        the termination of your Employment with the Company and its Subsidiaries.  You        will  use  your  best  efforts  and  exercise  due  diligence  to  protect, to  not disclose        and to keep as confidential all Confidential Information.              (iii) You  will  not  initiate  or  facilitate  any  unauthorized  attempts  to        intercept data in transmission or attempt entry into data systems or files.  You will        not intentionally affect the integrity of any data or systems of the Company or any        of  its  Subsidiaries  through  the  introduction  of  unauthorized  code  or  data,  or        through  unauthorized  deletion  or  addition.   You  will  abide  by  all  applicable        Corporate Information Security procedures.              (iv)  Upon  the  earlier  of  request  or  termination  of  Employment,  you        agree to return to the Company or the relevant Subsidiaries, or if so directed by        the Company or the relevant Subsidiaries, destroy any and all copies of materials        in your possession containing Confidential Information.        (b)   The  terms  of  this  Countries Addendum do  not  apply  to  any  information  which is previously known to you without an obligation of confidence or without breach of  this Countries Addendum, is publicly disclosed (other than by a violation by you of the                                        87                                       





 






                                          terms of this Countries Addendum) either prior to or subsequent to your receipt of such  information,  or  is  rightfully  received  by  you  from  a  third  party  without  obligation  of  confidence and other than in relation to your Employment with the Company or any of its  Subsidiaries.  State Street recognizes that certain disclosures of confidential information to appropriate  government  authorities  or  other  designated  persons  are  protected  by  “whistleblower”  and  other  laws.   Nothing  in  this  Countries Addendum is  intended  to  or  should  be  understood  or  construed  to  prohibit  or  otherwise  discourage  such  disclosures.   State  Street will not tolerate any discipline or other retaliation against employees who properly  make such legally-protected disclosures.   2.     Assignment and Disclosure.          (a)   You acknowledge that, by reason of being employed by your Employer, to  the extent permitted by law, all works, deliverables, products, methodologies and other  work product conceived, created and/or reduced to practice by you, individually or jointly  with others, during the period of your Employment by your Employer and relating to the  Company  or  any  of  its  Subsidiaries  or  demonstrably  anticipated  business,  products,  activities, research or development of the Company or any of its Subsidiaries or resulting  from any work performed by you for the Company or any of its Subsidiaries, including,  without limitation, any track record with which you may be associated as an investment  manager or fund manager (collectively, “Work Product”), that consists of copyrightable  subject matter is "work made for hire" as defined in the Copyright Act of 1976 (17 U.S.C.  §  101),  and  such  copyrights  are  therefore  owned,  upon  creation,  exclusively  by  State  Street. To the extent the foregoing does not apply and to the extent permitted by law,  you hereby assign and agree to assign, for no additional consideration, all of your rights,  title and interest in any Work Product and any intellectual property rights therein to State  Street.   You  hereby  waive  in  favor  of  State  Street  any  and  all  artist’s  or  moral  rights  (including without limitation, all rights of integrity and attribution) you may have pursuant  to any state, federal or foreign laws, rules or regulations in respect of any Work Product  and all similar rights thereto.  You will not pursue any ownership or other interest in such  Work Product, including, without limitation, any intellectual property rights.         (b)   You  will  disclose  promptly  and  in  writing  to  the  Company  or  your  Employer all Work Product, whether or not patentable or copyrightable.  You agree to  reasonably cooperate with State Street:               (i)   to  transfer  to  State  Street  the Work  Product  and  any  intellectual        property rights therein;               (ii)  to obtain or perfect such rights:               (iii) to execute all papers, at State Street’s expense, that State Street        shall  deem  necessary  to  apply  for  and  obtain  domestic  and  foreign  patents,        copyright and other registrations: and               (iv)  to protect and enforce State Street’s interest in them.          (c)   These obligations shall continue beyond the period of your Employment  with respect to inventions or creations conceived or made by you during the period of  your Employment.   3.     Non-Solicitation.                                                                           88                                         





 






         (a)   This Paragraph 3 shall apply to you at any time that you hold the title of  Vice President or higher.        (b)   You agree that, during your Employment and for a period of eighteen (18)  months from the date your Employment terminates for any reason you will not, without  the prior written consent of the Company or your Employer:               (i)   solicit,  directly  or  indirectly  (other  than  through  a  general        solicitation of employment not specifically directed to employees of the Company        or any of its Subsidiaries), the employment of, hire or employ, recruit, or in any        way  assist  another  in  soliciting  or  recruiting  the  employment  of,  or  otherwise        induce the termination of the employment of, any person who then or within the        preceding  twelve  (12)  months  was  an  officer  of  the  Company  or  any  of  its        Subsidiaries  (excluding  any  such  officer  whose  employment  was  involuntarily        terminated); or               (ii)  engage in the Solicitation of Business from any Client on behalf of        any person or entity other than the Company or any of its Subsidiaries.        (c)   For  purposes  of  this  Paragraph  3,  “officer”  shall  include  any  person  holding  a  position  title  of  Assistant  Vice President  or  higher.   Notwithstanding  the  foregoing, this Paragraph 3 shall be inapplicable following a Change in Control.  4.     Notice Period Upon Resignation.          (a)   This Paragraph 4 shall apply to you at any time that you hold the title of  Vice President or higher.  If you are subject to an employment agreement that requires a  longer notice period, that employment agreement shall govern.        (b)   In  order  to  permit  the  Company  and  its  Subsidiaries  to  safeguard  their  business interests and goodwill in the event of your resignation from Employment for any  reason,  you  agree  to  give  your  Employer  advance  notice  of  your  resignation.   The  duration of the advance notice you provide (the “Notice Period”) will be determined  at  the time you deliver such notice, as follows:              (i)   if you are a member of the Management Committee, you will give        180 days’ advance notice;              (ii)  if you are an Executive Vice President (but not a member of the        Management Committee), you will give ninety (90) days’ advance notice;               (iii) If  you  are  a  Senior  Vice  President  or  Senior  Managing  Director,        you will give sixty (60) days’ advance notice; and              (iv)  if  you  are  a  Managing  Director  or  Vice  President,  you  will  give        thirty (30) days’ advance notice.        (c)   During the Notice Period, you will cooperate with your Employer, as well  as the Company and its Subsidiaries, and provide them with any requested information  to  assist  with  transitioning  your  duties,  accomplishing  its  or  their  business,  and/or  preserving its or their client relationships.          (d)   In  its  sole  discretion,  during  the  Notice  Period,  your  Employer  or  the  Company may place you on a partial or complete leave of absence and relieve you of  some  or  all  of  your  duties  and  responsibilities.   Except  as  provided  otherwise  in  (f)  below, at all times during the Notice Period you shall continue to be an employee of your  Employer, shall continue to receive your regular salary and benefits (although you may                                        89                                       





 






                                          not be eligible for any new incentive compensation awards or, subject to applicable law,  to  accrue  any  paid  vacation  time),  and  shall  continue to  comply  with  the  applicable  policies of your Employer, the Company and its Subsidiaries.          (e)   You  agree  that  should  you  fail  to  provide  advance  notice  of  your  resignation as required in this Paragraph 4, your Employer, the Company or any of its  Subsidiaries shall be entitled to seek injunctive relief restricting you from employment for  a  period  equal  to  the  period  for  which  notice  of  resignation  was  required  but  not  provided, and for the period of restriction under Paragraph 5, if applicable, in addition to  any other remedies available under law.         (f)   If  you  have  sixty  (60)  or  fewer  days’  notice  remaining  in  your  required  Notice  Period  under  this  Paragraph  4,  your  Employer,  or  the  Company,  or  any  of  its  Subsidiaries may, at any time during the remainder of your Notice Period, release you  from  your  obligations  under  this  Paragraph  4  and  give  immediate  effect  to  your  resignation; provided that such action shall not affect your other obligations under this  Countries Addendum.          (g)   Notwithstanding  the  foregoing,  if  you  hold  the  title  of  Executive  Vice  President  or  higher  this  Paragraph  4  shall  not  apply  in  the  event  you  terminate  your  Employment for Good Reason on or prior to the first anniversary of a Change in Control  (each as defined in the Plan).   5.     Non-Competition.        (a)   This Paragraph 5 shall apply to you at all times during your Employment  and,  in  certain  circumstances,  will  continue  to  apply  following  the  termination  of  your  Employment.   You  should  review  it  carefully  and  may,  if  you  wish,  consult  with  an  attorney before accepting this Award.        (b)   During  your  Employment,  and  following  its  termination  for  the  period  of  time  specified  in  Paragraph  5(c)  below  (the  entire  period,  including  both  during  Employment  and  after  Employment,  if  any,  the  “Non-Compete  Period”),  you  will  not,  anywhere  in  the  Restricted  Area, for  yourself  or any  other  person  or  entity,  directly  or  indirectly, in any Restricted Capacity, engage in, provide services to, consult for, or be  employed  by  a  business  that  provides  products  or  services  competitive  with  any  products  or  services  of  your  Employer,  the  Company  or  any  of  its  Subsidiaries  with  respect to which you were involved at any time during your Employment or, with respect  to the portion of the Non-Compete Period that follows termination of your Employment,  within the two years preceding the date of the termination of your Employment.        (c)   Unless one of the exceptions in Paragraph 5(d) applies to you, the Non- Compete Period will continue after the termination of your Employment for any reason  under the following circumstances:                                                        Then the Non-            If at the time of termination:            Compete Period                                                       will continue for:                   You were an Executive Vice President or                                                           12 months             higher                                                                           90                                         





 






                   You were a Vice President or higher and your             Employer was Charles River Development at any             time during the twelve (12) months immediately             preceding the termination of your Employment                   You were a Client Executive (as so             designated by the Company or any Subsidiary) at             any time during the twelve (12) months             immediately preceding the termination of your             Employment.              If none of the above apply, but one of the                                                       Then the Non-            following was true at any time during the                                                       Compete Period             twelve (12) months immediately preceding the                                                       will continue for:             termination of your Employment:                   You were a Managing Director, Senior             Managing Director or Senior Vice President                                                            6 months             working in one of the Specified Job Families             (defined below)                  You were a Vice President working in one of                                                            3 months             the Specified Job Families         (d)    “Restricted Area” means anywhere that your Employer, the Company or  any  of  its  Subsidiaries  markets  its  products  or services  (which  you  acknowledge  specifically includes the entire world), or with respect to the portion of the Non-Compete  Period  that  follows  termination  of  your  Employment,  anywhere  in  which  you  provided  services  or  had  a  material  presence  or  influence  on  behalf  of  your  Employer,  the  Company  or  any  of  its  Subsidiaries  at  any  time  within  the  2-year  period  immediately  preceding such termination.         (e)   “Restricted Capacity” means any capacity, or with respect to the portion  of the Non-Compete Period that follows termination of your Employment, any capacity  that  is  the  same  or  similar  to  the  capacity  in  which  you  were  employed  by  your  Employer, the Company or any of its Subsidiaries at any time within the 2-year period  immediately preceding such termination and/or involves any services that you provided  to your Employer, the Company or any of its Subsidiaries at any time within such 2-year  period.         (f)   “Specified  Job  Families”  are  those job families  which  State  Street  has  identified as having access to confidential and proprietary information, trade secrets, or  good  will  that  require  protection  following  termination  of  Employment  for  any  reason.  Specified Job Families are listed in Appendix C.  You can find your Job Family in the  State  Street  human  resources information system  (in  MyWorkday,  navigate  to  View  Profile  by  clicking  the cloud  icon  in  the upper  right corner  of  your  screen,  click  View  Profile, and then select the Job tab).                                         91                                       





 






                                          6.     Definitions – Countries  Addendum.  For  the  purpose  of  this  Countries  Addendum, the following terms are defined as follows:          (a)   “Client” means a prospective, present or former customer or client of the  Company or any of its Subsidiaries with whom you have had, or with whom persons you  have  supervised  have  had,  substantive  and  recurring  personal  contact  during  your  Employment with the Company or any of its Subsidiaries.  A former customer or client  means a customer or client for which the Company or any of its Subsidiaries stopped  providing all services within twelve (12) months prior to the date your Employment with  your Employer ends.          (b)   “Confidential  Information”  includes  but  is  not  limited  to  all  trade  secrets,  trade  knowledge,  systems,  software,  code,  data  documentation,  files,  formulas,  processes,  programs,  training  aids,  printed  materials,  methods,  books,  records,  client  files, policies  and  procedures,  client  and  prospect  lists,  employee  data  and  other  information relating to the operations of the Company or any of its Subsidiaries and to its  or  any  of  their  customers,  and  any  and  all  discoveries,  inventions  or  improvements  thereof made or conceived by you or others for the Company or any of its Subsidiaries  whether  or  not  patented  or  copyrighted,  as  well  as  cash  and  securities  account  transactions  and  position  records  of  clients,  regardless  of  whether  such  information  is  stamped “confidential.”         (c)    “Person” means an individual, a corporation, a limited liability company,  an  association,  a  partnership,  an  estate,  a  trust  and  any  other  entity  or  organization,  other than your Employer, the Company or any of its Subsidiaries.        (d)    “Solicitation  of  Business”  means  the  attempt  through  direct  or  indirect  contact by you or by any other Person with your assistance to induce a Client to:                (i)   transfer  the  Client’s  business  from  the  Company  or  any  of  its        Subsidiaries to any other person or entity;               (ii)  cease or curtail the Client’s business with the Company or any of        its Subsidiaries; or               (iii) divert  a  business  opportunity  from  the  Company  or  any  of  its        Subsidiaries to any other person or entity.          (e)   “Subsidiaries”  means  any  entity  controlling,  controlled  by  or  under  common control with the Company, including direct and indirect subsidiaries existing as  of the date of this Agreement or at any time in the future.   7.     Post-Employment Cooperation.  You agree that, following the termination of  your Employment with the Company and its Subsidiaries, you will reasonably cooperate  with the Company or the relevant Subsidiary with respect to any matters arising during  or  related  to  your  Employment,  including  but  not  limited  to  reasonable  cooperation  in  connection  with  any  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding  (even  if  such  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding arises following the date of this Award to which this Countries Addendum is  appended or following the termination of your Employment).  The Company or any of its  Subsidiaries  shall  reimburse  you  for  any  reasonable  out-of-pocket  and  properly  documented expenses you incur in connection with such cooperation.   8.     Non-Disparagement.  Subject to Paragraph 16, below, you agree that during                                                                          92                                         





 






   your  Employment  and  following  the  termination  thereof  you  shall  not  make  any  false,  disparaging, or derogatory statements to any media outlet (including Internet-based chat  rooms, message boards, any and all social media, and/or web pages), industry groups,  financial  institutions,  or  to  any  current,  former  or  prospective  employees,  consultants,  clients,  or  customers  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 or financial condition of the Company or  any of its Subsidiaries.   9.     Enforcement.  You acknowledge and agree that the promises contained in this  Countries Addendum are necessary to the protection of the legitimate business interests  of your Employer, the Company and its Subsidiaries, including without limitation its and  their Confidential Information, trade secrets and goodwill, and are material and integral  to the undertakings of the Company under this Award to which this Countries Addendum  is appended.  You further agree that one or more of your Employer, the Company and its  Subsidiaries will be irreparably harmed in the event you do not perform such promises in  accordance  with  their  specific  terms  or  otherwise  breach  the  promises  made  herein.   Accordingly,  your  Employer,  the  Company  and  any  of  its  Subsidiaries  shall  each  be  entitled to preliminary or permanent injunctive or other equitable relief or remedy without  the need to post bond, and to recover its or their reasonable attorney’s fees and costs  incurred  in  securing  such  relief,  in  addition  to,  and  not  in  lieu  of,  any  other  relief  or  remedy at law to which it or they may be entitled.  You further agree that, the periods of  restriction contained in this Countries Addendum shall be tolled, and shall not run, during  any period in which you are in violation of the terms of this Countries Addendum, so that  your  Employer,  the  Company  and  its  Subsidiaries  shall  have  the  full  protection  of the  periods  agreed  to  herein.   Should  the  Company  determine  that  any  portion  of  the  Common  Stock granted  to  you  in  connection  with  this  Award  are  to  be  forfeited  on  account  of  your  breach  of  the  provisions  of  this  Countries Addendum,  any  unvested  portion of your Award will cease to vest upon such determination.   10.    No  Waiver.  No  delay  by  your  Employer,  the  Company  or  any  of  its  Subsidiaries in exercising any right under this Countries Addendum 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  your  Employer,  the  Company  or  any  of  its  Subsidiaries  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.   11.    Relationship to Other Agreements.  This Addendum supplements and does  not limit, amend or replace any other obligations you may have under applicable law or  any other agreement or understanding you may have with your Employer, the Company  or any of its Subsidiaries or pursuant to the applicable policies of any of them, whether  such  additional  obligations  have  been  agreed  to  in  the  past,  or  are  agreed  to  in  the  future.   12.    Interpretation  of  Business  Protections.  The  agreements  made  by  you  in  Paragraphs 1, 2, 3, 4 and 5 above 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 of the provisions to this Countries Addendum is severable  and  independently  enforceable  without  reference  to  the  enforcement  of  any  other                                         93                                       





 






                                          provision.  If any restriction set forth in this Countries Addendum is found by any court of  competent jurisdiction to be unenforceable because it extends for too long a period of  time or over too great a range of activities or in too broad a geographic area, it shall be  interpreted  to  extend  only  over  the  maximum  period of  time,  range  of  activities  or  geographic area as to which it may be enforceable.   13.    Assignment.  Except as provided otherwise herein, this Countries Addendum  shall  be  binding  upon  and  inure  to  the  benefit  of  both  parties  and  their  respective  successors and assigns, including any person or entity which acquires the Company or  its assets or business; provided, however, that your obligations are personal and may  not be assigned by you.    14.    Electronic  Acceptance.  By  accepting  this  Award  electronically,  you  will  be  deemed  to  have  acknowledged  and  agreed  that  you  are  bound  by  the  terms  of  this  Countries Addendum, and it shall be deemed to have been accepted by the Company.   You  agree  that  this  electronic  acceptance  by  both  you  and  the  Company  shall  be  deemed equivalent to the Award having been signed by both parties.   15.    Notification  Requirement.  Until  forty-five  (45)  days  after  the  period  of  restriction under Paragraph 5 expires, you shall give notice to the Company of each new  business activity you plan to undertake, at least five (5) business days prior to beginning  any such activity.  Such notice shall state the name and address of the Person for whom  such  activity  is  undertaken  and  the  nature  of  your  business  relationship(s)  and  position(s) with such Person.  You shall provide the Company with such other pertinent  information concerning such business activity as the Company may reasonably request  in  order  to  determine  your  continued  compliance  with  your  obligations  under  this  Countries Addendum.   16.    Certain Limitations.        (a)   Nothing in this Countries Addendum prohibits you from reporting possible  violations of federal law or regulation to any governmental agency or regulatory authority  or from making other disclosures that are protected under the whistleblower provisions  of federal law or regulation.  Moreover, nothing in this Countries Addendum requires you  to notify the Company that you have made any such report or disclosure.  However, in  connection  with  any  such  activity,  you  acknowledge  you  must  take  reasonable  precautions  to  ensure  that  any  Confidential  Information  that  is  disclosed  to  such  authority  is  not  made  generally  available  to  the  public,  including  by  informing  such  authority of the confidentiality of the same.        (b)   You shall not be held criminally or civilly liable under any Federal or State  trade secret law if you disclose a Company trade secret:               (i)   in  confidence  to  a  Federal,  State,  or  local  government  official,              either  directly  or  indirectly,  or  to  an  attorney,  solely  for  the  purposes  of              reporting or investigating a suspected violation of law; or               (ii)  in  a  complaint  or  other  document  filed  in  a  lawsuit  or  other              proceeding, if such filing is made under seal.                      (c)     Despite the foregoing, you also acknowledge that you are not permitted  to  disclose  to  any  third-party,  including  any  governmental  or  regulatory  authority,  any                                                                          94                                         





 






   information learned in the course of your Employment that is protected from disclosure  by  any  applicable  privilege,  including  but  not  limited  to  the  attorney-client  privilege,  attorney  work  product  doctrine,  the  bank  examiner’s  privilege,  and/or  privileges  applicable  to  information  to  the  extent  permitted  by  the  applicable  law,  including  information that would reveal the existence or contemplated filing of a suspicious activity  report.  Your Employer, the Company and its Subsidiaries do not waive any applicable  privileges  or  the  right  to  continue  to  protect  its  and  their  privileged  attorney-client  information, attorney work product, and other privileged information.                                                                  BB.  UNITED ARAB EMIRATES   ______________________________________________________________________                                                   Securities Law Notice. This document may not be distributed in the Kingdom except to  such persons as are permitted under the Rules on the Offer of Securities and Continuing  Obligations issued by the Capital Market Authority. The Capital Market Authority does  not make any representation as to the accuracy or completeness of this document, and  expressly disclaims any liability whatsoever for any loss arising from, or incurred in  reliance upon, any part of this document. Prospective recipients of the securities offered  hereby should conduct their own due diligence on the accuracy of the information  relating to the securities. If you do not understand the contents of this document, you  should consult an authorized financial adviser.                                                                                                                                                                          CC.  UNITED KINGDOM  ______________________________________________________________________    1.    Income  Tax  and  Social  Insurance  Contribution  Withholding.  Without  limitation  to Section 11 of the  Agreement,  you  hereby  agree that  you  are  liable  for  all  Tax-Related Items and hereby consent to pay all such Tax-Related Items, as and when  requested  by  the  Company  and  or  your  Employer  (if  different)  or  by  HM  Revenue  &  Customs (“HMRC”) (or any other tax authority or any other relevant authority).  You also  hereby  agree  to  indemnify  and keep  indemnified  the  Company  and  your  Employer  (if  different)  against  any  Tax-Related  Items  that  they  are  required  to  pay  or  withhold  on  your behalf or have paid or will pay to HMRC (or any other tax authority or any other  relevant  authority).  Notwithstanding  the  foregoing,  if  you  are  a  director  or  executive  officer of the Company (within the meaning of Section 13(k) of the Exchange Act), you  understand that you may not be able to indemnify the Company for the amount of any  income tax not collected from or paid by you within ninety (90) days of the end of the  U.K. tax year in which the event giving rise to the Tax-Related Items occurs as it may be  considered  to  be  a  loan  and  therefore,  it  may  constitute  a  benefit  to  you  on  which  additional  income  tax  and  National  Insurance  contributions  (“NICs”)  may  be  payable.  You understand that you will be responsible for reporting and paying any income tax due  on  this  additional  benefit  directly  to  HMRC  under  the  self-assessment  regime  and  for  paying to the Company and/or your Employer (as appropriate) the amount of any NICs                                         95                                       





 






                                          due  on  this  additional  benefit,  which  may  also  be  recovered  from  you  by  any  of  the  means referred to in Section 11 of the Agreement.      2.    Exclusion  of  Claim.  You  acknowledge  and  agree  that  you  will  have  no  entitlement to compensation or damages insofar as such entitlement arises or may arise  from your ceasing to have rights under or to be entitled to the Common Stock, whether  or not as a result of such termination, (whether such termination is in breach of contract  or otherwise), or from the loss or diminution in value of the Common Stock.  Upon the  grant  of  your  Award,  you  shall  be  deemed  irrevocably  to  have  waived  any  such  entitlement.    3.    Non-Solicitation.         (a)   This Paragraph 3 shall apply to you at any time that you hold the title of  Vice President or higher.        (b)   You  agree  that,  during  your Employment and  for  a  period  of twelve  months  (12) from  the  date  your Employment terminates  for  any  reason  you  will  not,  without the prior written consent of the Company or your Employer:               (i)   solicit,  directly  or  indirectly   the  employment  of,  hire  or  employ,              recruit,  or  in  any  way  assist  another  in  soliciting  or  recruiting  the              employment of, or otherwise induce the termination of the employment of,              any person who then or within the preceding twelve (12) months was an              Officer  of  the  Company  or  any  of  its  Subsidiaries  (excluding  any  such              Officer whose employment was involuntarily terminated) and with whom              you had substantive and reoccurring personal contact during the final six              (6) months of your employment; or               (ii)  engage in the Solicitation of Business from any Client on behalf of              any Person or entity other than the Company or any of its Subsidiaries.        (c)   “Confidential  Information”  includes  but  is  not  limited  to  all  trade  secrets,  trade knowledge, systems, software, code, connections, costings, data documentation,  files, finances, formulas, processes, production or sales information, products, programs,  research, training aids, printed materials, methods, books, records, client files, policies  and procedures, marketing strategies, client and prospect lists, employee data and other  information  (whether  in  written,  oral,  visual  or  electronic  form  and  wherever  located)  relating to the operations of the Company or any of its Subsidiaries and to its or any of  their customers, and any and all discoveries, inventions or improvements thereof made  or conceived by you or others for the Company or any of its Subsidiaries whether or not  patented  or  copyrighted,  as  well  as  cash  and  securities  account  transactions  and  position  records  of  clients,  regardless  of  whether  such  information  is  stamped  “confidential.”         (d)   “Solicitation  of  Business”  means  the  attempt  through  direct  or  indirect  contact by you or by any other Person with your assistance to induce a Client to:                (i)   transfer  the  Client’s  business  from  the  Company  or  any  of  its              Subsidiaries to any other person or entity;               (ii)  cease or curtail the Client’s business with the Company or any of              its Subsidiaries; or                                                                           96                                         





 






               (iii) divert  a  business  opportunity  from  the  Company  or  any  of  its              Subsidiaries to any other Person.            (e)   “Officer” shall include any person holding a position title of Assistant Vice  President  or  higher.   Notwithstanding  the  foregoing,  this Paragraph  3 shall  be  inapplicable following a Change in Control.          4.    Notice  and  Non-Compete. In  consideration  of  your  receipt  of  this  Award,  you  expressly  agree  to  comply  with  the  terms  and  conditions  below  without  regard  to  whether  or  not  any  amount  has  been  forfeited,  paid,  delivered  or  repaid,  under  this  Award at any time, including the time you separate from service with your Employer, the  Company and its Subsidiaries.  It is a condition of this Award that, if you fail to comply  with the terms and conditions below, then the Company may in its absolute discretion  determine that any or all of the amounts remaining to be paid under this Award should  be forfeited.  All terms used herein shall have the meaning given to them in the Plan or the Award,  except as otherwise expressly provided herein.        (a)   Notice Period Upon Resignation.                (i)   In order to permit the Company and its Subsidiaries to safeguard        their  business  interests  and  goodwill  in  the  event  of  your  resignation  from        Employment for any reason, you agree to give your Employer advance notice of        your  resignation.  The  duration  of  the  advance  notice  you  provide  (the  “Notice        Period”) will be determined by your title at the time you deliver such notice, as        follows:              (1)   If you are a member of the State Street Corporation Management              Committee, you will give 180 days’ advance notice;               (2)   If  you  are  an Executive  Vice  President but  not a  member  of  the              Management Committee), you will give 90 days’ advance notice;               (3)   If  you  are  a  Senior  Vice  President  or  Senior  Managing  Director,              you will give sixty (60) days’ advance notice; and              (4)   If  you  are  a  Managing  Director  or  Vice  President,  you  will  give              thirty (30) days’ advance notice.        For  the  avoidance  of  doubt,  the  Notice  Periods  set  out  above  shall  be  subject        always to any contractual obligation you have to give a longer period of notice of        termination  of  your Employment (whether  such  obligation  is  contained  in  your        contract of Employment or any other agreement to which you are a party).              (ii)  During the Notice Period, you will cooperate with your Employer,        as  well  as  the  Company  and  its  Subsidiaries,  and  provide  them  with  any        requested information to assist with transitioning your duties, accomplishing its or        their  business,  and/or  preserving  its or  their  client  relationships.  In  its  sole        discretion, during the Notice Period, your Employer or the Company may place        you on a partial or complete leave of absence and relieve you of some or all of        your duties and responsibilities.  Except as provided otherwise in (iii) below, at all        times  during  the  Notice  Period  you  shall  continue  to  be  an  employee  of  your        Employer, shall continue to receive your regular salary and benefits  and you will        continue to comply with the applicable policies of your Employer, the Company,                                        97                                       





 






                                                    and  its  Subsidiaries.  However,  you  will  not  be  eligible  for  any  incentive  compensation  awards  made  on  or  after the first day  of the  Notice  Period  or to  accrue any vacation save as required by statute.        (iii) In  its  sole  discretion,  at  any  time  during  the  Notice  Period,  the  Company  or  your  Employer  may  release  you  from  your  obligations  under  this  Paragraph  (a)  by  giving  immediate  effect  to  your  resignation  and  making  a  payment of basic salary in lieu of any notice due; provided that such action shall  not affect your other obligations under this Countries Addendum.    (b)   Non-Competition.        (i)   This  Paragraph  (b)  shall  apply  to  you  at all  times  during  your  Employment  and,  in  certain  circumstances,  will  continue  to  apply following  the  termination of your Employment.  You should review it carefully and may, if you  wish, consult with an attorney before accepting this Award.        (ii)  During  your Employment and  following  its  termination  for the  period of time specified in Paragraph 4(b)(iii) below (the entire period, including  both  during  Employment  and  after  Employment,  if any, the  “Non-Compete  Period”), you will not within the Restricted Territory, directly or indirectly, whether  as owner, director, partner, investor, consultant, agent, employee, co-venturer or  otherwise  and  whether  alone  or  in  conjunction  with  or  on  behalf  of  any  other  person:        (1)   become  engaged,  employed,  concerned  or  interested  in  or        provide  technical,  commercial  or  professional  advice  to,  any  Person        which supplies or provides (or intends to supply or provide) Products or        Services in competition with such parts of the business of the Employer or        any Relevant Group Company with which you were materially engaged or        involved or for which you were responsible during the Relevant Period;        (2)   compete with your Employer or any Relevant Group Company, or        undertake any planning for any business competitive with the business of        your Employer or any Relevant Group Company; or        (3)   engage in any manner in any activity that is directly or indirectly        competitive or potentially competitive with the business of your Employer,        or  any  Relevant  Group  Company  as  conducted  or  under  consideration        during  the  Relevant  Period  and  further  agree  not  to  work  or  provide        services,  in  any  capacity,  whether  as  an employee,  independent        contractor  or  otherwise,  whether  with  or  without  compensation,  to  any        Person  who  is  engaged  in  any  business  that  is  competitive  with  the        business  of  your  Employer  or  any  Relevant  Group  Company,  as        conducted or in planning during the Relevant Period.         (iii) The  Non-Compete  Period  will  continue  after  the  termination  of  your Employment for any reason under the following circumstances:                                                  Then the Non-      If at the time of termination:            Compete Period                                                 will continue for:                                                               98                                                   





 






                                  You were an Executive Vice President or            higher                  You were a Vice President or higher and your            Employer was Charles River Development at any            time during the twelve (12) months immediately            preceding the termination of your Employment  12 months                  You were a Client Executive (as so            designated by the Company or any Subsidiary) at            any time during the twelve (12) months            immediately preceding the termination of your            Employment.             If none of the above apply, but one of the                                                      Then the Non-           following was true at any time during the                                                      Compete Period            twelve (12) months immediately preceding the                                                      will continue for:            termination of your Employment:                  You were a Managing Director, Senior            Managing Director or Senior Vice President                                                           6 months            working in one of the Specified Job Families            (defined below)                 You were a Vice President working in one of                                                           3 months            the Specified Job Families                     (iv)  The period of months referred to in Paragraph (b)(iii) above will be       reduced by one day for every day during which, at the Employer’s direction, you       are on a complete leave of absence pursuant to Paragraph 4(a)(ii) above.             (v)   Nothing  in  this  Paragraph  (b)  shall  prevent  your  ownership for       investment  purposes only of shares  or  other  securities  of two  percent  (2%)  or       less of the total issued capital of any company whether or not its securities are       publicly traded.       (c)   Definitions.  For the purpose of this Countries Addendum, the following  terms are defined as follows:               (i)   “Client” means a prospective, present or former customer or client       of the Company or any of its Subsidiaries with whom you have had, or with whom       persons  you  have  supervised,  have  had  substantive  and  recurring  personal       contact during the last twelve (12) months of your Employment with the Company       or  any  of  its  Subsidiaries.   A  former  customer  or  client  means  a  customer  or       client  for  which  the  Company  or  any  of  its  Subsidiaries  stopped  providing  all       services within twelve (12) months prior to the date your Employment with your       Employer ends.                                                                         99                                      





 






                                                      (ii)  “Products or Services” means any products or services which are        of  the  same  kind  as,  of  a  materially  similar  kind  to,  or  competitive  with,  any        products or services supplied or provided by your Employer or Relevant Group        Company and with which you were materially concerned or connected within the        Relevant Period.              (iii) “Person”  means  an  individual,  a  corporation,  a  limited  liability        company, an association, a partnership, a limited liability partnership, an estate,        a trust and any other entity or organization (whether conducted on its own or as        part  of  a  wider  entity),  other  than  your  Employer,  the  Company  or  any  of  its        Subsidiaries.              (iv)  “Relevant  Group  Company”  means  the  Company  and/or  any        Subsidiaries for which you have performed services or in respect of which you        have had operational or managerial responsibility at any time during the Relevant        Period.              (v)    “Relevant  Period”  means  the  period  of  24  months  immediately        before the date of termination of your Employment, or (where such provision is        applied) the date of commencement of any period of complete leave of absence        pursuant to Paragraph 3(a)(ii).              (vi)  “Restricted Territory” means any area or territory:              (1)   in which you worked during the Relevant Period; and/or              (2)   in relation to which you were responsible for, or materially involved              in, the supply of Products or Services in the Relevant Period.              (vii) “Specified Job Families” are those job families which State Street        has identified as having access to confidential and proprietary information, trade        secrets, or good will that require protection following termination of Employment        for any reason. Specified Job Families are listed in Appendix C.  You  can find        your Job  Family  in  the  State  Street  human  resources information system  (in        MyWorkday, navigate to View Profile by clicking the cloud icon in the upper right        corner of your screen, click View Profile, and then select the Job tab).              (viii) “Subsidiaries” means any entity controlling, controlled by or under        common  control  with  the  Company,  including  direct  and  indirect  subsidiaries        existing as of the date of this Agreement or at any time in the future.  5.    Post-Employment  Cooperation.   You  agree  that,  following  the  termination  of  your Employment with the Company and its Subsidiaries, you will reasonably cooperate  with the Company or the relevant Subsidiary with respect to any matters arising during  or  related  to  your  Employment,  including  but  not  limited  to  reasonable  cooperation  in  connection  with  any  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding  (even  if  such  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding arises following the date of this Award to which this Countries Addendum is  appended or following the termination of your Employment).  The Company or any of its  Subsidiaries  shall  reimburse  you  for  any  reasonable  out-of-pocket  and  properly  documented expenses you incur in connection with such cooperation.  6.    Enforcement.  You acknowledge and agree that the promises contained in this  Countries Addendum are necessary to the protection of the legitimate business interests  of your Employer, the Company and its Subsidiaries, including without limitation its and                                                                          100                                         





 






   their confidential information, trade secrets and goodwill, and are material and integral to  the undertakings of the Company under this Award to which this Countries Addendum is  appended.  You further agree that one or more of your employer, the Company and its  Subsidiaries will be irreparably harmed in the event you do not perform such provisions  in accordance with their specific terms or otherwise breach the promises made herein.   Accordingly,  your  Employer,  the  Company  and  any  of  its  Subsidiaries  shall  each  be  entitled to preliminary or permanent injunctive or other equitable relief or remedy without  the need to post bond, and to recover its or their reasonable attorney’s fees and costs  incurred  in  securing  such  relief,  in  addition  to,  and  not  in  lieu  of,  any  other  relief  or  remedy at law to which it or they may be entitled, including the immediate forfeiture of  any  as-yet  unvested  portion  of  the  Award.  You  further  agree  that,  the  periods  of  restriction contained in this Countries Addendum shall be tolled, and shall not run, during  any period in which you are in violation of the terms of this Countries Addendum, so that  your  Employer,  the  Company  and  its  Subsidiaries  shall  have  the  full  protection  of  the  periods agreed to herein.  7.    No Waiver.  No delay by your Employer, the Company or any of its Subsidiaries  in exercising any right under this Countries Addendum 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 your Employer, the Company or any of its Subsidiaries 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.  8.    Relationship to  Other  Agreements.   This  Addendum  supplements  and  does  not limit, amend or replace any other obligations you may have under applicable law or  any other agreement or understanding you may have with your Employer, the Company  or any of its Subsidiaries or pursuant to the applicable policies of any of them, whether  such  additional  obligations  have  been  agreed  to  in  the  past,  or  are  agreed  to  in  the  future.  9.    Interpretation  of  Business  Protections.   The  agreements  made  by  you  in  Paragraphs 3  and  4 above  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  of  the  provisions  to  this  Countries  Addendum  is  severable  and  independently enforceable without reference to the enforcement of any other provision.   If any restriction set forth in this Countries Addendum is found by any court of competent  jurisdiction to be unenforceable because it extends for too long a period of time or over  too great a range of activities or in too broad a geographic area, it shall be interpreted to  extend only over the maximum period of time, range of activities or geographic area as  to which it may be enforceable.  10.   Assignment.   Except  as  provided  otherwise  herein,  this  Countries  Addendum  shall  be  binding  upon  and  inure  to  the  benefit  of  both  parties  and  their  respective  successors and assigns, including any person or entity which acquires the Company or  its assets or business; provided, however, that your obligations are personal and may  not be assigned by you.  11.   Electronic  Acceptance.   By  accepting  this  Award  electronically,  you  will  be  deemed  to  have  acknowledged  and  agreed  that  you  are  bound  by  the  terms  of  this  Countries Addendum, and it shall be deemed to have been accepted by the Company.  12.   Notification Requirement.  Until 45 days after the period of restriction under this  Paragraph  4  (b)  expires,  you  shall  give  notice  to  the  Company  of  each  new  business                                        101                                       





 






                                          activity  you  plan  to  undertake,  at  least  5  business  days  prior  to  beginning  any  such  activity.   Such  notice  shall  state  the  name  and  address  of  the  Person  for  whom  such  activity is undertaken and the nature of your business relationship(s) and position(s) with  such  Person.   You  shall  provide  the  Company  with  such  other  pertinent  information  concerning such business activity as the Company may reasonably request in order to  determine  your  continued  compliance  with  your  obligations  under  this  Countries  Addendum.  13.   Certain Limitations        (a)   Nothing  this  Countries  Addendum  prohibits  you  from  reporting  possible  violations of law or regulation to any governmental agency or regulatory authority or from  making other disclosures that are protected under the whistleblower provisions of law or  regulation.   Moreover,  nothing  in  this  Countries  Addendum  requires  you  to  notify  the  Company that you have made any such report or disclosure.  However, in connection  with  any  such  activity,  you  acknowledge  you  must  take  reasonable  precautions  to  ensure that any confidential information that is disclosed to such authority is not made  generally  available  to  the  public,  including  by  informing  such  authority  of  the  confidentiality of the same.        (b)   Despite the foregoing, you also acknowledge that you are not permitted to  disclose  to  any  third-party,  including  any  governmental or  regulatory  authority,  any  information learned in the course of your Employment that is protected from disclosure  by  any  applicable  privilege,  including  but  not  limited  to  the  attorney-client  privilege,  attorney  work  product  doctrine,  the  bank  examiner’s privilege,  and/or  privileges  applicable to information covered by the Bank Secrecy Act (31 U.S.C. §§ 5311-5330),  including  information  that  would  reveal  the  existence  or  contemplated  filing  of  a  suspicious  activity  report.   Your  Employer,  the  Company  and its  Subsidiaries  do  not  waive any applicable privileges or the right to continue to protect its and their privileged  attorney-client information, attorney work product, and other privileged information.                               *          *          *         *         *                                                                                                                                          102                                         





 






                                 APPENDIX B                                                                   OFFER DOCUMENT                                                                                                                                                                                                                     STATE STREET CORPORATION                         2017 STOCK INCENTIVE PLAN                                                                                                                                                                                 OFFER OF COMMON STOCK TO                                 AUSTRALIAN                            RESIDENT EMPLOYEES                                                                                                                                                                                   GRANT DATE: [                 ]                                                                                                                    INVESTMENT  IN  SHARES  INVOLVES  A  DEGREE  OF RISK.   EMPLOYEES  WHO  ELECT   TO   PARTICIPATE   IN   THE   PLAN   SHOULD    MONITOR    THEIR  PARTICIPATION  AND  CONSIDER  ALL  RISK  FACTORS  RELEVANT  TO  THE  PURCHASE OF COMMON STOCK UNDER THE PLAN AS SET OUT IN THIS OFFER  DOCUMENT  AND  THE  ADDITIONAL DOCUMENTS.   ANY  ADVICE CONTAINED IN  THIS  OFFER  DOCUMENT    IN  RELATION  TO  THE  COMMON    STOCK  BEING  OFFERED  UNDER  THE  PLAN  DOES  NOT  TAKE  INTO  ACCOUNT  THE  OBJECTIVES,  FINANCIAL  SITUATION  AND  NEEDS  OF  ANY       INDIVIDUAL  EMPLOYEE.   EMPLOYEES      SHOULD  CONSIDER  OBTAINING  THEIR  OWN  FINANCIAL PRODUCT ADVICE FROM AN INDEPENDENT PERSON LICENSED BY  THE  AUSTRALIAN  SECURITIES  AND  INVESTMENTS  COMMISSION  TO  GIVE  ADVICE ABOUT PARTICIPATING IN THE PLAN.                                                         103                                       





 






                                                                                                                OFFER OF                             COMMON STOCK TO                      AUSTRALIAN RESIDENT EMPLOYEES                                                             STATE STREET CORPORATION                        2017 STOCK INCENTIVE PLAN                                        We  are  pleased  to  provide  you  with  this  offer  to  participate  in  the  State  Street  Corporation 2017 Stock Incentive  Plan   (Plan).  This  Offer  Document  sets  out  information  about grants  of Common Stock (referenced as “Restricted Common Stock  Units” in the Plan) (Awards) under the Plan and the Common Stock Award Agreement  (Agreement)  to  Australian  resident  employees  of  subsidiaries  of  State  Street  Corporation  (Company).   The  purpose  of  the  Plan  is  to  advance  the  interests  of  the  Company by providing for the grant of Common Stock-based Awards.     Capitalized terms used but not otherwise defined herein shall have the same meanings  ascribed to the in the Plan.    1.      OFFER   This is an Offer of Common Stock, as may be granted from time to time in accordance  with the Plan by the Company to selected eligible employees of Australian Affiliates.    The grant of Common Stock under the Plan is intended to comply with the provisions of  the  Australian  Corporations  Act  2001  (Cth)  (Corporations  Act  2001),  Australian  Securities  and  Investment  Commission  (ASIC)  Regulatory  Guide  49  and  ASIC  Class  Order 14/1000.          2.      TERMS OF GRANT   The terms of your Award incorporate the rules of the Plan, this Offer Document and your  Agreement.   By  accepting  your  Award,  you  will  be  bound  by  the  rules  of  this  Offer  Document, the Plan and your Agreement.    3.      ADDITIONAL DOCUMENTS   In  addition  to  the  information  set  out  in  this  Offer  Document,  the  following  attached  documents  provide  further  information  necessary  to  make  an  informed  decision  about  participating in the Plan:          (a)       the Plan and related U.S. prospectus;          (b)       the Agreement and the Countries Addendum;         (c)       the Australian Addendum; and                                                                         - 104 -                                             





 






                                                                                       (d)       the Employee Information Supplement.          (collectively, Additional Documents).    The  Plan  document  sets  out,  among  other  details,  the  nature  of  your  Award  and  the  consequences of a change in the nature or status of your Employment.    To  the  extent  of  any  inconsistency  between  (a)  this  Offer  Document  or  the  Australian  Addendum  and  (b)  any  Additional  Document  (other  than  the  Offer  Document  and  Australian Addendum), the terms of the Offer Document will apply.      4.      RELIANCE ON STATEMENTS   You should not rely upon any oral statements made to you in relation to this Offer.  You  should  only  rely  upon  the  statements  contained  in  this  Offer  Document  and  the  Additional Documents when considering your participation in the Plan.    5.      WHO IS ELIGIBLE TO PARTICIPATE   You are eligible to participate in the Plan if, at the time of the offer, you are an Australian  resident employee, officer, consultant, advisor or non-employee Director of the Company  or an Australian subsidiary and meet the eligibility requirements established under the  Plan.   6.      ACCEPTING AN AWARD   Your Agreement sets out the key details of your Award.  To accept your grant you must  expressly accept the Award within the period set out in your Agreement, and in any case  no more than thirty (30) days from the date on which the Board made the determination  to grant the Award.    7.      WHAT ARE THE MATERIAL TERMS OF AN AWARD?          (a)              What is Common Stock?          A Common Stock Award represents the right to receive shares of Common Stock of the  Company on fulfilment of the time-based performance and vesting conditions set out in  your  Agreement.   When  your Common Stock vests,  you  will  be  issued  shares  of  the  Company’s Common  Stock at  no  monetary  cost  to  you.   The Common Stock is  considered “restricted” because it will be subject to forfeiture and restrictions on transfer  until it vests.  The restrictions will be set forth in the attached Agreement.                                                                             - 105 -                                           





 






                                                                                        (b)      Do  I  have  to  pay  any  money  to  receive  the Common Stock                  Award?    No.  You do not pay any monetary consideration to receive this Award, and you do not  pay any monetary consideration to receive the shares of Common Stock subject to your  Award upon vesting.                 (c)      How many shares of Common Stock will I receive upon vesting                  of my Common Stock Award?    Your  Agreement  will  indicate  the  number  of  shares  of Common  Stock subject  to  your  Award.                (d)       When do I become a Stockholder?          You are not a stockholder merely as a result of holding an Award, and your Award does  not entitle you to vote or receive dividends, notices of meeting, proxy statements or other  materials provided to stockholders until the shares of Common Stock are issued to you  upon vesting.  You should also refer to your Agreement for details of the consequences  of a change in the nature of your Employment.                (e)         Can I transfer my Award to someone else?          No.   However,  once  shares  of Common  Stock are  issued  to  you  upon  vesting,  the  shares  will  be  freely  tradeable  and  transferable.   Please  note,  though,  the  possible  disclosure obligations included under clause 9.    8.      WHAT IS A SHARE OF STOCK IN THE COMPANY?    Common  stock  of  a  U.S.  corporation  is  analogous  to  ordinary  shares  of  an  Australian  company.   Each  holder  of Common  Stock is  entitled  to  one  vote  for  every  share  of  Common Stock held in the Company.   Dividends  may  be  paid  on  the  shares  of Common  Stock out  of  any  funds  of  the  Company legally available for dividends at the discretion of the Board of Directors of the  Company.    The shares of Common Stock are traded on the New York Common Stock Exchange and  are traded under the symbol STT.   Shares of Common Stock are not liable to any further calls for payment of capital or for  other assessment by the Company and have no sinking fund provisions, pre-emptive rights,  conversion rights or redemption provisions.                                                                            - 106 -                                             





 






                                                                                 9.      HOW  CAN  I  OBTAIN  UPDATED  INDICATIVE  EXAMPLES  OF  THE          CURRENT MARKET PRICE IN AUSTRALIAN DOLLARS?    Within a reasonable period following your request, the Company undertakes to provide you  with  the Australian  dollar  equivalent  of  the current market price  of  a share  of Common  Stock,  (calculated  as  at  the  date  of  your  request).   The  current  market  price  for  this  purpose  will  be  the  final  sale  price  of  a  share  of Common  Stock on  the  New  York  Common  Stock Exchange  on  the  trading  day  immediately  preceding  the  date  of  your  request.     The  Australian  dollar  equivalent  of these  prices  will  be  calculated  using  the  Australian/U.S.  dollar  exchange rate  published  by  an  Australian  bank  on  the  business  day  immediately  preceding  the  date  of  your  request.   Please  note  that  the  Australian  dollar equivalent of these prices is only provided as information and not as a prediction  of the Australian dollar equivalent of the fair market value of a share of Common Stock  at the time of vesting.  The Australian dollar equivalent at these times will depend on the  exchange rate applied by your bank in converting your Australian dollars to U.S. Dollars  at the time of vesting.  The exchange rate is available at:    http://www.rba.gov.au/statistics/frequency/exchange-rates.html    You should direct your request to:      Name:      David Cogliano     Title:     Vice President, Total Rewards Management      Australian  Affiliate means  State  Street  Australia Limited;  State  Street  Global     Advisors Australia; State Street Bank and Trust Company – Sydney Branch and     any other Associated Body Corporate employing Employees in Australia.      Address:  State Street Financial Center, 1 Lincoln Street, Boston, MA 02116,               USA     Phone:     +1 617-662-3686     Email:     DCogliano@statestreet.com          10.     WHAT ADDITIONAL RISK FACTORS APPLY TO AUSTRALIAN RESIDENTS'          PARTICIPATION IN THE PLAN?    Employees  should  consider  generally  the  risk  factors  connected  with  investing  in  securities and, in particular, to holding shares of Common Stock.  You should be aware  that the fair market value of shares of Common Stock underlying your Award and the future  value of shares of Common Stock you acquire and the Australian dollar equivalent of these  values will be affected by:         (a)       fluctuations in the Company's performance;                                                                          - 107 -                                           





 






                                                                                       (b)       fluctuations in the U.S.$/A$ exchange rate;          (c)       factors identified from time to time by the Company's filings with the                  U.S. Securities and Exchange Commission;          (d)       fluctuations in the domestic and international market for listed stocks         (e)       general economic conditions including interest rates, inflation rates,                  commodity and oil prices;         (f)       changes to governmental fiscal, monetary and regulatory policies;         (g)       legislation or regulation;         (h)       the nature of the markets in which the Company operates; and         (i)       general operational business risks.   Please note that if you offer your shares of Common Stock for sale to a person or entity  resident  in  Australia,  your  offer  may  be  subject  to  disclosure  requirements  under  Australian  law.   Please  obtain  legal  advice  on your  disclosure  obligations  before  you  make any such offer.   11.     PLAN MODIFICATION, TERMINATION, ETC.    Subject to Section 9 of the U.S. Plan, the Board may amend, alter, suspend, discontinue  or terminate the Plan or any part of it at any time.    12.     WHAT  ARE  THE    AUSTRALIAN  TAXATION  CONSEQUENCES  OF          PARTICIPATION IN THE PLAN?    Please see the Additional Document entitled "Employee Information Supplement –  Common Stock Awards" for information regarding the Australian tax treatment of your  Award.    13.     WHAT ARE THE U.S. TAXATION CONSEQUENCES OF PARTICIPATION          IN THE PLAN?          Employees (who are not U.S. citizens or permanent residents) will not be subject to U.S.  tax by reason only of the grant and vesting of the Common Stock or the sale of shares of  Common Stock, except as described in the dividends section of the “Employee  Information Supplement - Common Stock”.  However, liability for U.S. taxes may accrue  if an employee is otherwise subject to U.S. taxes.                                                                            - 108 -                                             





 






                                                                                    The above is an indication only of the likely U.S. taxation consequences for Australian  resident  employees  receiving  Awards  under  the  Plan.   Award  recipients  should  seek  their own advice as to the U.S. taxation consequences of Plan participation.   14.     RESTRICTION ON CAPITAL RAISING 5% LIMIT   In addition to any other limitations as identified in this Offer Document, the Plan or as  prescribed by the Board from time to time under the terms of the Plan, there is an overall  restriction on the number of shares of Common Stock that can be issued to Australian  employees.                            *          *          *          *          *    We urge you to carefully review the information contained in this Offer Document and  the Additional Documents.  If you have any questions, please contact the person listed in  clause 9.    Yours sincerely,    State Street Corporation                                                                                                                 - 109 -                                           





 






                                                                                                                           APPENDIX C                              SPECIFIED JOB FAMILIES   Specified Job Families subject to the Award’s non-competition provisions include [specified  job families].                                                                                   - 110 -                                                 





 






                                                              STATE STREET CORPORATION                        2017 STOCK INCENTIVE PLAN                                                           [     ] Deferred Stock Award Agreement    Subject to your acceptance of the terms set forth in this agreement and the addendum  attached hereto (“Agreement”), State Street Corporation (“Company”) has awarded you,  under the State Street Corporation 2017 Stock Incentive Plan (“Plan”), and pursuant to  this Agreement and the terms set forth herein, a contingent right to receive the number  of shares of Common Stock (“Deferred Shares”) (“Award”) as set forth in the statement  pertaining to this Award (“Statement”) on the website (“Website”) maintained by Fidelity  Stock Plan Services LLC, an independent service provider based in the United States, or  another party designated by the Company (“Equity Administrator”).     Copies of  the  Plan, the  Company’s  Prospectus for  the  Plan  and any employee  information  supplement  to the  Prospectus  for  your  country  of Employment (“Tax  Supplement”) are located on the Website for your reference.  Your acceptance of this  Award  constitutes  your  acknowledgement  that  you  have  read  and  understood this  Agreement, the  Plan,  the Prospectus for  the  Plan  and  the  Tax  Supplement.   The  provisions of the Plan are incorporated herein by reference, and all terms used herein  shall  have  the  meaning  given  to  them  in  the  Plan,  except  as  otherwise  expressly  provided herein.  In the event of any conflict between the provisions of this Agreement  and the provisions of the Plan, the provisions of the Plan shall control.  As used herein,  “State  Street” means the  Company and each Subsidiary.  “Subsidiary”  means the  Company’s consolidated subsidiaries.    You  may consider  this  Agreement  for  up  to  thirty  (30)  days  from  the  date  it  was  first  made available to you on the Website.    The terms of your Award are as follows:    1.    Grant of Deferred Shares.    To be entitled to any payment under this Award, you must accept your Award and in so  doing  agree  to  comply  with  the  terms  and  conditions  of  this  Agreement and  the  applicable  provisions  of  the  Countries  Addendum outlined  in  Appendix  A (which  is  incorporated into, and forms a material and integral part of, this Agreement).  Failure to  accept this Award within thirty (30) days following the posting of this Agreement on the  Website will result in forfeiture of this Award.  Subject to the terms and conditions of this  Agreement, Deferred Shares shall vest and be settled in the form of shares of Common  Stock according to the vesting schedule set forth in your Statement.  The term “vest” as  used herein means the lapsing of certain (but not all) restrictions described herein and in  the  Plan  with  respect  to  one  or  more Deferred  Shares as  of  each applicable vesting  date.  To vest in all or any portion of this Award as of any date, you must have been  continuously employed with the Company or a Subsidiary, from and after the date hereof  and  until  (and  including)  the  applicable vesting  date,  except  as  otherwise  provided  herein.   By accepting this Award, you and the Company agree that any claim arising out of this  Award or any Common Stock issued by the Company pursuant to this Award may only                                                                           1                                       





 






   be brought in the  federal  or  state courts of  the  Commonwealth  of  Massachusetts,  regardless of where or whether you are employed by the Company or a Subsidiary. You  consent to personal jurisdiction in such courts for any such claim, consent to service of  process  by  any  means  allowed  by  such  courts  or  applicable  law,  and  waive  any  arguments that such courts are not an appropriate or convenient forum.  This Award is subject to any forfeiture, compensation recovery or similar requirements  set  forth  in  this  Agreement,  as  well  as  any  other  forfeiture,  compensation  recovery  or  similar  requirements under  applicable  law  and  related  implementing  regulations  and  guidance, and to other forfeiture, compensation recovery or similar requirements under  plans, policies and practices of the Company or its relevant Subsidiaries in effect from  time to time, including those set forth in your offer letter.  In the event pursuant to this  Agreement  or  pursuant  to any  applicable  law  or  related  implementing  regulations or  guidance, or  pursuant  to  any  Company or  its  relevant  Subsidiaries plans, policies  or  practices, the Board or State Street is required or permitted to reduce, forfeit or cancel  any amount remaining to be paid, or to recover any amount previously paid, with respect  to  this  Award,  or to  otherwise  impose  or  apply  restrictions  on this  Award  or  shares  of  Common Stock subject hereto, it shall, in its sole discretion, be authorized to do so.  By  accepting  this  Award,  you  consent  to  making  payment  to the Subsidiary  that  legally  employs or  last  employed you  (“Employer”) in  the  event  of  a  compensation  recovery  determination by the Board or State Street.   2.    Payment of Common Stock.           (a)   The Company will issue and transfer to you, no later than thirty (30) days  following the applicable vesting dates, the number of shares of Common Stock specified  in the  vesting  schedule  in  your  Statement.   The  Company’s  obligation  to  issue  and  transfer Common Stock in the future pursuant to this Agreement is an unsecured and  unfunded contractual obligation.         (b)   Notwithstanding  the foregoing,  the  Company  may,  in  its  sole  discretion,  settle any vested Deferred Shares in the form of:                (i)  a  cash  payment  to  the  extent  settlement  in  shares  of Common        Stock (1) is prohibited under local law, rules or regulations, (2) would require you,        the  Company  or your Employer  to  obtain  the  approval  of  any  governmental        and/or regulatory body in your country of residence (or country of Employment, if        different), or (3) is administratively burdensome; or                (ii)  shares  of Common  Stock,  but  require  you  to  immediately  sell        such shares of Common Stock (in which case, you hereby expressly authorize        the Company to issue sales instructions on your behalf).   3.    Identified Staff Holding Requirement.     Notwithstanding anything  herein  to  the  contrary,  you  agree  and  covenant  that,  as  a  condition to the receipt of this Award and the settlement of the Deferred Shares in the  form  of  shares  of  Common  Stock hereunder,  in  the  event  the  Company  or  any  Subsidiary  notifies  you  at  any  time  before  or  after this  Award is  made   that  you  have  been designated Identified Staff for purposes of the Capital Requirements Directive IV  (or any implementing or successor rule, regulation or guidance, including the rules and                                                                            2                                       





 






   regulations  of  the United  Kingdom Financial  Conduct  Authority (“FCA”), Prudential  Regulation Authority (“PRA”), German Federal Financial Supervisory Authority (“BaFin”)  or any other applicable regulatory authority), you will not sell or otherwise transfer any  shares of Common Stock issued and transferred to you pursuant  to this Award until the  date that is at least twelve (12) months for UK and State Street Bank International GmbH  (“SSB Intl GmbH”) Identified Staff (or such longer period as is stipulated by the FCA, the  PRA,  BaFin or  any  other  applicable  regulatory  authority) after  the vesting  date of  Deferred Shares paid in connection with this Award, except that          (a) you shall be permitted to sell, upon such vesting date, a number of shares of  Common  Stock sufficient  to  pay  applicable  tax  and  social  security  withholding,  if  any,  with  respect  to  such  vesting  (or,  alternatively,  if the  Company withholds  such  shares  pursuant to Section 11 of this Agreement, the requirements in this Section 3 not to sell or  otherwise transfer any shares shall only apply to the number of such shares delivered to  you (i.e., after such withholding of shares)),          (b)  transfers  by  will  or  pursuant  to  the  laws of  descent  or  distribution  are  permitted, and          (c)  this  holding  requirement shall  not  apply  to  such  portion  of  the Deferred  Shares, if any, that were awarded with respect to a period of time, as determined by the  Company  in  its  discretion,  during  which  you  were  not  subject  to  such  holding  requirement.  Any  attempt  by  you  (or  in  the  case  of  your  death,  by  your Designated  Beneficiary) to assign or transfer shares of Common Stock subject to this Award, either  voluntarily or involuntarily, contrary to the provisions hereof, shall be null and void and  without  effect.  The  Company  may,  in  its  sole  discretion,  impose  restrictions  on  the  assignment or transfer of shares of Common Stock consistent with the provisions hereof,  including,  without  limitation,  by  or  through  the  transfer  agent  for  such  shares  or  by  means of legending Common Stock certificates or otherwise.           This Section  3 applies  in  addition  to,  and  not  to  the  exclusion  of,  any  other  holding, forfeiture and/or clawback provisions contained in this Agreement.     4.    General Circumstances of Forfeiture.           (a)   You  will  immediately  forfeit  any  and  all  rights  to  receive  shares  of  Common Stock under this Agreement not previously vested,  issued and transferred to  you in the event:                (i)  you cease to be employed by the Company and its Subsidiaries        due to Circumstances of Forfeiture;                (ii)  your Employer,  in  its  sole  discretion,  determines  that        circumstances  prior  to  the  date  on  which  you  ceased  to  be  employed  by  the        Company  and  its  Subsidiaries  for  any  reason  constituted  grounds  for  an        involuntary termination constituting Circumstances of Forfeiture; or               (iii) you  fail  to  comply  with  the  terms  of  the  applicable  Countries        Addendum attached to this Award or the terms of any other Restrictive Covenant        you agree to or have agreed to with the Company or your Employer.                                                                           3                                       





 






         (b)   If your Employment terminates by reason of [Retirement or] Disability or  for  reasons  other  than  for  Circumstances  of  Forfeiture,  then  unless  accelerated  as  provided  in  Section 9,  your  unvested  right  to  receive  shares  of Common  Stock  hereunder shall continue to vest in accordance with the vesting schedule detailed in your  Statement, subject to the terms and conditions of this Agreement.          (c)   For purposes hereof:               (i)   “Circumstances  of  Forfeiture”  means  the  termination  of  your        Employment with the Company and its Subsidiaries either (A) voluntarily (other        than [(x) by reason of Retirement or (y)] for Good Reason on or prior to the first        anniversary of a Change in Control) or (B) involuntarily for reasons determined        by  the  Company  or  the  relevant  Subsidiary  in  its  sole  discretion  to  constitute        “gross misconduct” [(including while you are Retirement eligible)].               (ii)  [“Retirement” means your attainment of age 55 and completion of        5 years of continuous service with the Company and its Subsidiaries.              (iii) ]“Disability”  means  your  inability  to  engage  in  any  substantially        gainful  activity  by  reason  of  any  medically  determinable  physical  or  mental        impairment that can be expected to result in your death or can be expected to        last for a continuous period of not less than 12 months.              (iv)   “Restrictive Covenant” means any confidentiality, non-solicitation,        non-competition,  non-disparagement,  post-employment  cooperation  or  notice        provision that you agree to or had agreed to with your Employer, including but        not limited to the restrictions contained in this Award Agreement, any offer letter,        employment or service agreement, including letters amending the employment or        service agreement, promotion letters, deferred compensation award agreements        of  any  type, or change  in  control  employment  agreements, or applicable        restrictions required as a condition to entitlement to payment under any executive        supplemental retirement plan.        (d)   The  grant  of this  Award and  the  terms  and  conditions  governing this  Award are  intended  to  comply  with  the  age  discrimination  provisions  of  the European  Union Equal  Treatment  Framework  Directive,  as  implemented  into  local  law  (the  “Age  Discrimination Legislation”).  To the extent a court or tribunal of competent jurisdiction  determines that any provision of this Award is invalid or unenforceable, in  whole or in  part, under the Age Discrimination Legislation, the Company, in its sole discretion, shall  have the power and authority to revise or strike such provision to the minimum extent  necessary to make it valid and enforceable to the full extent permitted under applicable  local law.         (e)   This Section 4 applies in addition to, and not to the exclusion of, any other  holding, forfeiture and/or clawback provisions contained in this Agreement.   5.    Material Risk Taker Malus-Based Forfeiture.   In the event you hold a title of Senior Vice President or higher during the calendar year  in which this Award is made, or you hold the status of “material risk taker” at the time this  Award  is  made or  any  time  thereafter,  you  acknowledge  and  agree  that  this  Award  is  subject  to  the  provisions  of  this  Section 5.  In  respect  of any Award remaining  to  be  issued  and  transferred  to  you in  Common  Stock  or otherwise paid may,  in  the  sole                                                                           4                                       





 






   discretion  of  the Board,  be  reduced, forfeited or  cancelled,  in  the  event  that  it  is  determined  by  the Board,  in  its  sole  discretion,  that  your  actions,  whether  discovered  during  or  after  your employment with  the  Employer, exposed The  Business  to any  inappropriate risk or risks (including where you failed to timely identify, analyze, assess  or raise concerns about such risk or risks, including in a supervisory capacity, where it  was  reasonable  to  expect  you  to  do  so),  and  such  exposure  has  resulted  or  could  reasonably  be  expected to  result  in  a  material  loss  or  losses  that  are  or  would  be  substantial in relation to the revenues, capital and overall risk tolerance of The Business.   “The Business” shall mean State Street, or, to the extent you devote substantially all of  your business time to a particular business unit (e.g., Global Services Americas, Global  Services International,  State Street Global Exchange or State Street Sector Solutions)  or  business  division  (e.g.,  Alternative  Investment  Solutions,  Securities  Lending),  “Business” shall refer to such business unit or business line.  This provision applies in  addition  to,  and  not  to  the  exclusion  of,  any  other  holding,  forfeiture  and/or  clawback  provisions contained in this Agreement.    6.    Identified Staff Malus-Based Forfeiture and Clawback.         (a)   In  the  event  the  Company  or  any  Subsidiary  notifies  you  at  any  time  before  or  after this Award  is  made  that  you  have  been  designated  Identified  Staff  for  purposes of a UK (either PRA or FCA) Remuneration Code, you acknowledge and agree  that this Award  is  subject  to  the  provisions  of  this  Section 6 for  a  period  of  seven  (7)  years  from  the  date this Award  is granted.  For  those  Identified  Staff  fulfilling  a  PRA  Senior  Management  Function,  the seven  (7)-year  period  may  be  extended  to  ten (10)  years in certain circumstances where:                       (i)  the Company  has  commenced  an  investigation  into  facts  or  events        which it considers could potentially lead to the application of a clawback under        this Section 6 were it not for the expiration of the seven (7)-year period; or               (ii)  the  Company  has  been  notified  by  a  regulatory  authority  that  an        investigation has commenced into facts or events which the Company considers        could potentially lead to the application of clawback by the Company under this        Section 6 were it not for the expiration of the seven (7)-year period.                (b)    If  the  Company  determines  that  a UK Forfeiture  Event  has  occurred  it  may elect to reduce, forfeit or cancel all or part of any amount remaining to be issued  and transferred to you in Common Stock or otherwise paid in respect of this Award (“UK  Malus-Based Forfeiture”).                (c)    If  the  Company  determines  that  a UK Clawback  Event  has  occurred  it  may require the repayment by you (or otherwise seek to recover from you) of all or part  of any compensation paid to you in respect of this Award.          (d)   The Company may produce guidelines from time to time in respect of its  operation  of  the  provisions  of  this  Section  6.   The  Company  intends  to  apply  such  guidelines in deciding whether and when to effect any reduction, cancellation, forfeiture  or  recovery  of  compensation  but,  in  the  event  of  any  inconsistency  between  the  provisions of this Section 6 and any such guidelines, this Section 6 shall prevail.  Such  guidelines  do  not  form  part  of  any  employee’s  contract  of Employment,  and  the  Company may amend such guidelines and their application at any time.                                                                                   5                                       





 






         (e)   By accepting this Award on the Website, you expressly and explicitly:                       (i)  consent  to  making the  required payment  to  the Company  (or  to        your  Employer on behalf of the Company) upon a UK Clawback Event; and               (ii)  authorize  the  Company  to  issue related instructions,  on  your        behalf,  to  the  Equity  Administrator  and  any  brokerage  firm  and/or  third  party        administrator engaged by the Company to hold your shares of Common Stock        and  other  amounts  acquired  under  the  Plan  and  to  re-convey,  transfer  or        otherwise  return  such  shares  of Common  Stock and/or  other  amounts  to  the        Company.                (f)   For the purposes of this Section 6:                (i)   A “UK Forfeiture Event” means a determination by the Company,        in its sole discretion, that (A) there is reasonable evidence of your misbehavior        or  material  error;  or  (B)  the  Company,  one  of  its  Subsidiaries  or  a  relevant        business unit has suffered a material downturn in its financial performance; or        (C)  the  Company,  one  of  its  Subsidiaries  or  a  relevant  business  unit  has        suffered a material failure of risk management.                (ii)   A “UK Clawback Event” means a determination by the Company,        in  its  sole  discretion,  that  either  (A)  there  is  reasonable  evidence  of your        misbehavior or material error or (B) the Company, one of its Subsidiaries or a        relevant business unit has suffered a material failure of risk management.                (g)    This  Section  6  applies  in  addition  to,  and  not  to  the  exclusion  of,  any  other holding, forfeiture and/or clawback provisions contained in this Agreement.    7.    SSB  Intl  GmbH  and  SSGA GmbH Affordability Limitations, and Malus-       Based Forfeiture and Clawback.         (a)   Awards issued to SSB Intl GmbH or State Street Global Advisors GmbH  staff may be impacted by the financial situation of the bank and/or regulatory group, as  prescribed by regulatory requirements in its applicable  version (e.g. the Remuneration  Ordinance for Institutions and/or German Banking Act). Awards may also be limited to  the extent ordered by the competent supervisory authority according to sec. 45 para. 2  sentence 1 no. 5a, 6 German Banking Act. Further, entitlement to an Award may lapse if  the competent supervisory authority issues a corresponding definitive order according to  sec. 45 para. 5 sentence 5 to 8 German Banking Act.                (b)    In the event the Company or any Subsidiary notifies you at any time before  or  after  this  Award  is  made  that  you  have  been  designated SSB Intl GmbH Identified  Staff for purposes of the German Remuneration Ordinance, you acknowledge and agree  that this Award is subject to forfeiture and clawback for a period from the date the Award  is granted until two (2) years from the date that the final tranche of this Award vests.  A  clawback applies if you, as SSB Intl GmbH Identified Staff,                       (i)  contributed  significantly  to,  or  was  responsible  for,  conduct  that        resulted in significant losses or regulatory sanctions for SSB Intl GmbH, or                                                                             6                                       





 






               (ii) is responsible for a serious breach of relevant external or internal rules        on  good  conduct (each  of (i)  and  (ii)  constituting  a “SSB  Intl  GmbH  Identified        Staff Clawback Event”).                  (c)   Section 7  applies  in  addition  to,  and  not  to  the  exclusion  of,  any  other  holding, forfeiture and/or clawback provisions contained in this Agreement.    8.    Management Committee/Executive Vice President Forfeiture and Clawback.         (a)   If, at the time the Award is made, you are a member of the State Street  Corporation  Management  Committee or  any  successor  committee  or  body  (“Management Committee” or “MC”) or hold the title Executive Vice President (“EVP”) or  higher,  any  amount  remaining  to  be  paid  in  respect  of  this  Award  may,  in  the  sole  discretion  of  the Board,  be  reduced, forfeited or  cancelled,  in  whole  or  in  part,  in  the  event that it is determined by the Board, in its sole discretion, that:              (i)   you  engaged  in  fraud,  gross  negligence  or  any  misconduct,        including  in  a  supervisory  capacity, that  was  materially  detrimental  to  the        interests or business reputation of State Street or any of its businesses; or              (ii)  you engaged in conduct that constituted a violation of State Street        policies and procedures or State Street Standard of Conduct in a manner which        either  caused  or could  have  caused  reputational  harm  that  is  material  to  State        Street or placed or could have placed State Street at material legal or financial        risk; or              (iii) as  a  result  of  a  material  financial  restatement  by  State  Street        contained in a filing with the U.S. Securities and Exchange Commission (“SEC”),        or  miscalculation  or inaccuracy  in  the  determination  of  performance  metrics,        financial results or other criteria used in determining the amount of this Award,        you would have received a smaller or no Award hereunder.        (b)   If, at the time the Award is made, you are a member of the Management  Committee or hold the title EVP or higher, this Award also is subject to compensation  recovery  as  provided  herein.   Upon  the  occurrence  of either an  MC/EVP Clawback  Event or an MC/EVP Clawback Breach, the Board may, in its sole discretion, determine  to  recover  the  MC/EVP Clawback  Amount,  in  whole  or  in  part.   Following  such  a  determination,  you  agree  to  immediately  repay  such  compensation,  in no  event  later  than sixty (60) days following such determination, in the form of any shares of Common  Stock delivered  to  you  previously  by  the  Company  or  cash  (or  a  combination  of  such  shares and cash).          (c)   For  purposes  of  calculating  the  value  of  both the  MC/EVP Clawback  Amount determined by the Board to be recovered and the amount of such compensation  repaid, shares of Common Stock will be valued in an amount equal to the market value  of  the  Deferred  Shares  delivered  to  you  under  this  Award  by  the  Company  as  determined at the time of such delivery.          (d)   For purposes of this Section 8:              (i)   “MC/EVP Clawback Event” means a determination by the Board,        in its sole discretion, within three (3) years (within one (1) year for an EVP) after        the date of grant of this Award (A) with respect to any event or series of related        events, that you engaged in fraud or willful misconduct, including in a supervisory                                                                            7                                       





 






         capacity, that resulted in financial or reputational harm that is material to State        Street and resulted in the termination of your Employment by the Company and        its  Subsidiaries  (or,  following  a  cessation  of  your Employment for  any  other        reason, such circumstances constituting grounds for termination are determined        applicable) or (B) a material financial restatement or miscalculation or inaccuracy        in financial results, performance metrics, or other criteria used in determining this        Award by State Street occurred.  For the avoidance of doubt and as applicable,        an  MC/EVP Clawback  Event  includes  any  determination  by  the Board that  is        based on circumstances prior to the date on which you cease to be employed by        the  Company  and  its  Subsidiaries for  any  reason,  even  if the  determination  by        the Board occurs after such cessation of Employment.              (ii)  “MC/EVP Clawback Breach” means a determination by the Board,        in its sole discretion, that you failed to comply with the terms of any covenant not        to compete entered into by you with the Company or your Employer, whether in        the  applicable  Country  Addendum  attached  to  this  Award  or  in  any  other        agreement.               (iii) “MC/EVP Clawback Amount” means                      (A) with  respect to  an  MC/EVP Clawback  Event  described  in           Section 8(d)(i)(A), the value of the Deferred Shares (based upon the market           value  of  the respective Deferred  Shares at delivery) that  were  delivered  to           you  under  this  Award  by  the  Company  during  the  period  of  three (3)  years           (one (1) year  for  an  EVP) immediately  prior  to  such  MC/EVP Clawback           Event; or                      (B) with  respect  to  an  MC/EVP Clawback  Event  described  in           Section 8(d)(i)(B), the value of the Deferred Shares (based upon the market           value  of  the respective Deferred  Shares at delivery) that  were  delivered  to           you under this Award by the Company (x) during the period of three (3) years           (one (1) year for an EVP) immediately prior to an associated date designated           by the Board and (y) that represents an amount that, in the sole discretion of           the Board,  exceeds  the  amount  you  would  have  been  awarded  under  this           Award had the financial statements or other applicable records of State Street           been accurate; or                      (C)  with  respect  to  an  MC/EVP  Clawback  Breach  described  in           Section  8(d)(ii),  the  value  of  the  Deferred  Shares (based  upon the  market           value  of the respective Deferred  Shares at delivery),  that  were  delivered  to           you under this Award by the Company after the earlier to occur of the date           your Employment  terminated  or  the  date  your  failure  to  comply  with  the           applicable  covenant(s)  not  to  compete  commenced,  as  determined  by  the           Board in its sole discretion; and                       (D) in  each  case, reduced, by taking  into  account any  portion  of           this Award that was previously recovered by the Company under this Section           8 to avoid a greater than 100% recovery.          (e)   In  connection  with  any  MC/EVP  Clawback  Event or  MC/EVP  Clawback  Breach, to  the  extent  not  prohibited  by  applicable  law  and  subject  to  Section  15  (if                                                                           8                                       





 






   applicable),  if  you  fail  to  comply  with  any  requirement  to  repay  compensation  under  Section  8(b),  the  Board  may  determine,  in  its  sole  discretion,  in  addition  to  any  other  remedies  available  to  the  Company,  that  you  will  satisfy  your  repayment  obligation  through  an  offset  to  any  future  payments  owed  by  the  Company  or  any  of  its  Subsidiaries  to  you.  Further, you  expressly  and  explicitly  authorize  the  Company  to  issue  instructions,  on  your  behalf,  to  any  brokerage  firm  or  third  party  administrator  engaged by the Company to hold your shares of Common Stock acquired pursuant to  awards granted under the Plan (or any other amounts acquired pursuant to the Plan) to  re-convey,  transfer  or  otherwise  return  such  shares  of  Common  Stock  and/or  other  amounts to the Company.             (f)   This Section 8 applies in addition to, and not to the exclusion of, any other  holding, forfeiture and/or clawback provisions contained in this Agreement.   9.    Acceleration of Vesting upon Certain Events.          (a)   Notwithstanding anything in this Agreement to the contrary, if you die or  incur a Disability while  employed by the Company or any of its Subsidiaries, or in the  event  that  you  die or  incur  a  Disability after  your Employment has  terminated  for  a  reason permitting continued vesting pursuant to subparagraph 4(b) above, any unvested  Deferred Shares shall vest on the date of your death or Disability and the Company will  issue and pay  the value of such Deferred Shares under this Award in the form of a cash  payment/issuance of shares of Common Stock within thirty (30) days of death (to your  Designated  Beneficiary) or  Disability.   In  addition,  Sections  5,  6,  7 and 8 of  this  Agreement shall cease to apply upon your death at any time provided, however, if a UK  Clawback Event, SSB Intl GmbH Identified Staff Clawback Event, an MC/EVP Clawback  Event,  or  an  MC/EVP  Clawback  Breach has  occurred  pursuant  to  Section  6,  7 or 8,  respectively, at  or prior  to  your  death,  any  amount  that  the Board has  made  a  determination  to  recover  under  such  Sections shall  continue  to  be  payable  to  the  Company.         (b)   Subject  to  applicable  law  and  regulation  (including  the  rules  and  regulations of any applicable regulatory authority), if your Employment with the Company  and its Subsidiaries is terminated by the Company or the applicable Subsidiary without  Cause, [or] by you for Good Reason [or on account of your Retirement], in each case, on  or prior to the first anniversary of a Change in Control (and provided that such Change in  Control  constitutes  a  “change  in  control  event”  as  that  term  is  defined  under  Section  409A  of  the U.S. Internal  Revenue  Code  of  1986,  as  amended, (“Code”)  and U.S.  Treasury  Regulation Section 1.409A-3(i)(5)) prior  to  the  full  settlement  of  your  Award,  the  unvested portion  of this  Award shall  vest  on  the  date  of  such termination  and  the  Company will promptly issue and pay to you within thirty (30) days of such termination  any such shares of Common Stock under this Award.  For purposes of this Section 9(b),  termination  of Employment shall  mean  a  “separation  from  service”  as  determined  in  accordance with U.S. Treasury Regulation Section 1.409A-1(h).   10.   Shareholder Rights.   You  are  not  entitled  to  any  rights  as  a  shareholder  with  respect  to  any  shares  of  Common Stock subject to this Award until they are transferred to you.  Without limiting  the  foregoing,  prior  to  the  issuance  and  transfer  to  you  of  shares  of Common Stock  pursuant to this Agreement, you will have no right to receive dividends or amounts in lieu                                                                           9                                       





 






   of dividends with respect to the shares of Common Stock subject to this Award nor any  right to vote the shares of Common Stock prior to any shares being transferred to you.   11.   Withholding of Tax-Related Items.     Regardless  of  any  action your Employer  takes  with  respect  to  any  or  all  income  tax  (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance,  payroll tax, payment on account of other tax-related withholding (“Tax-Related Items”),  you  acknowledge and  agree that  the  ultimate  liability  for  all  Tax-Related  Items  legally  due from you is and remains your responsibility.  Furthermore, neither the Company nor  your Employer (a) makes any representations or undertakings regarding the treatment of  any Tax-Related Items in connection with any aspect of this Award, including the grant  of this Award, the vesting of this Award and the issuance of shares of Common Stock in  settlement of this Award, the subsequent sale of any shares of Common Stock acquired  upon vesting, the cancellation, forfeiture or repayment of any shares of Common Stock  (or  cash  in  lieu  thereof);  or  (b)  commits  to  structure  the  terms  of  the  grant,  vesting,  settlement,  cancellation,  forfeiture,  repayment  or  any  other  aspect  of this  Award to  reduce or eliminate your liability for Tax-Related Items.   Prior to the delivery of shares of Common Stock upon the vesting of this Award, if any  taxing  jurisdiction  requires  withholding  of  Tax-Related  Items in  connection  with  the  Award,  the  Company  may  withhold  a  sufficient  number  of  whole  shares of  Common  Stock that have an aggregate fair market value sufficient to pay the Tax-Related Items  required to be withheld with respect to this Award.  The cash equivalent of the shares of  Common Stock withheld will be used to settle the obligation to withhold the Tax-Related  Items  (determined  in  the  Company’s  reasonable  discretion).   No  fractional  shares of  Common Stock will be withheld or issued pursuant to the grant of the Deferred Shares  and the issuance of Common Stock hereunder.  Alternatively, the Company and/or your  Employer may, in its discretion, withhold any amount necessary to pay the Tax-Related  Items from your salary, wages or other amounts payable to you, with no withholding in  shares of Common Stock.  In the event the withholding requirements are not satisfied  through  the  withholding  of  shares  or  through  your  salary,  wages or  other  amounts  payable to you, no shares of Common Stock will be issued upon vesting of this Award  unless  and  until satisfactory  arrangements  (as  determined  by  the  Company  or  your  Employer)  have  been  made  by  you  with  respect  to  the  payment  of  any  Tax-Related  Items which the Company or your Employer determines, in its sole discretion, must be  withheld or collected with respect to such Award.     Depending  on  the  withholding  method,  the  Company  may  withhold  for Tax-Related  Items  by  considering  any  applicable  statutory  withholding  amounts  or  other  applicable  withholding rates, including maximum applicable rates.  If you are subject to taxation in  more than one jurisdiction, you hereby expressly acknowledge that the Company, your  Employer  or  another  Subsidiary  may  be  required  to  withhold  and/or  account  for  Tax- Related Items in more than one jurisdiction.   By accepting this Award, you hereby expressly consent to the withholding of shares of  Common  Stock and/or  cash  as  provided  for  hereunder.   All  other  Tax-Related  Items  related to this Award and any Common Stock delivered in payment thereof, including the  extent to which the Company or your Employer does not so-withhold shares of Common  Stock and/or cash, are your sole responsibility.                                                                             10                                       





 






   12.   Changes in Capitalization or Corporate Structure.   This  Award  is  subject  to  adjustment  pursuant  to Section 10(a)  of  the  Plan in  the  circumstances therein described.   13.   Employee Rights.     Nothing in this Award shall be construed to guarantee you any right of Employment with  the Company, your Employer or any Subsidiary or to limit the discretion of any of them to  terminate  your Employment at  any  time to  the  maximum  extent permitted  under  local  law.     In  consideration  of  the  grant  of  the  Award, you  acknowledge  and  agree  that  you  will  have no entitlement to compensation or damages in consequence of the termination of  your Employment (for any reason whatsoever and whether or not in breach of contract  or local labor laws), insofar as such entitlement arises or may arise from your ceasing to  have rights under or to be entitled to the Award as a result of such termination, or from  the  loss  or  diminution  in  value  of  the  Award.  By  accepting  this  Award,  you  shall  be  deemed irrevocably to have waived any such claim or entitlement against the Company,  your Employer and all Subsidiaries that may arise; if, notwithstanding the foregoing, any  such  claim  is  found  by  a  court  of  competent  jurisdiction  to  have  arisen,  then,  by  accepting  this  Agreement,  you  shall  be  deemed  irrevocably  to  have  waived  your  entitlement  to  pursue  such  claim.  In  the  event  your Employment  ends  and  you  are  subsequently rehired by the Company or any Subsidiary, no Award previously forfeited  or recovered will be reinstated.   14.   Non-Transferability, Etc.   This Award shall not be transferable other than (1) by  will or the  laws of descent and  distribution  or  (2)  pursuant  to  the  terms  of  a court-approved domestic  relations  order,  official  marital  settlement  agreement  or  other  divorce  or  settlement  instrument  satisfactory to State Street, in its sole discretion.  In the case of transfer pursuant to (2)  above, this Award shall remain subject to all the terms and conditions contained in the  Plan  and  this  Agreement,  including  vesting, forfeiture and  clawback  terms  and  conditions.  Any  attempt  by  you (or  in  the  case  of  your  death,  by  your Designated  Beneficiary) to assign or transfer this Award, either voluntarily or involuntarily, contrary to  the provisions hereof, shall be null, void and without effect and shall render this Award  itself null and void.   15.   Compliance with Section 409A of the Code.           (a)   The  provisions  of  this  Award  are  intended  to  be  exempt  from,  or  compliant  with,  Section  409A  of  the  Code,  and  shall  be  construed  and  interpreted  consistently  therewith.   Notwithstanding  the  foregoing, neither the  Company nor  any  Subsidiary shall have any liability to you or to any other person if this Award is not so  exempt or compliant.         (b)   If and to the extent               (i)    any  portion  of  any  payment,  compensation  or  other  benefit              provided  to  you  pursuant  to  the  Plan  in  connection  with  your                                                                          11                                       





 






               Employment    termination  constitutes  “nonqualified  deferred              compensation” within the meaning of Section 409A of the Code, and               (ii)  you  are  a  specified  employee  as  defined  in  Section              409A(a)(2)(B)(i)  of  the  Code,  in  each  case  as  determined  by  the              Company  in  accordance  with  its  procedures,  by  which  determinations              you  (through  accepting this  Award)  agree  that you  are  bound,  such              portion of the payment, compensation or other benefit shall not be paid              before  the  day  that  is  six  months  plus  one  day  after  the  date  of              “separation  from  service”  (as  determined  under  Section  409A  of  the              Code) (the “New Payment Date”), except as Section 409A of the Code              may then permit.  The aggregate of any payments that otherwise would              have been paid to you during the period between the date of separation              from service and the New Payment Date shall be paid to you in a lump              sum on such New Payment Date, and any remaining payments will be              paid on their original deferral schedule.  16.   Miscellaneous.         (a)   Awards Discretionary.  By accepting this Award, you acknowledge and  agree  that  the  Plan  is  discretionary  in  nature  and  limited  in  duration,  and  may  be  amended, cancelled, forfeited, or terminated by the Company, in its sole discretion, at  any  time.   The  grant  of this  Award is  a  one-time  benefit  and  does  not  create  any  contractual  or  other  right  to  receive  an  award,  compensation or  benefits  in  lieu  of  an  award in the future.  Future awards, if any, will be at the sole discretion of the Company,  including, but not limited to, the form and timing of an award, the number of shares of  Common Stock subject to an award, and forfeiture, clawback and vesting provisions.         (b)   Company and Committee Discretion.  Sections 3, 4, 5, 6, 7 and 8 of  this Agreement are intended to comply with and meet the requirements of applicable law  and  related  implementing  regulations  regarding  incentive  compensation  and  will  be  interpreted  and  administered  accordingly  as  well  as  in  accordance  with  any  implementing policies and practices of the Company or its relevant Subsidiaries in effect  from  time  to  time.   In  making  determinations  under  such  Sections,  the  Company,  the  relevant  Subsidiary  or  the Board,  as  applicable,  may  take  into  account,  in  its  sole  discretion, all factors that it deems appropriate or relevant.  Furthermore, the Company,  the  relevant  Subsidiary  or  the Board may,  as  applicable,  take  any  and  all  actions  it  deems necessary or appropriate in its sole discretion, as permitted by applicable law, to  implement the intent of Sections 4, 5, 6, 7 and 8, including suspension of vesting and  payment  pending  an  investigation  or  the  determination  by  the  Company,  the  relevant  Subsidiary  or  the Board as  applicable.   Each  such  Section  is  without  prejudice  to  the  provisions of the other Sections, and the Company, the relevant Subsidiary or the Board,  as applicable, may elect or be required to apply any or all of the provisions of Sections 3,  4, 5, 6, 7 and 8 to this Award.         (c)   Voluntary Participation.  Your participation in the Plan is voluntary.  The  value  of this  Award is  an  extraordinary  item  of  compensation, is  outside  the  scope  of  your  employment  contract,  if  any,  and  is  not  part  of  your  normal  or  expected  compensation for purposes of calculating any severance, resignation, redundancy, end  of  service  payments,  bonuses,  long-service  awards,  pension  or  retirement  benefits  or  similar payments.                                                                           12                                       





 






         (d)   Electronic Delivery.  The Company or any of its Subsidiaries may, in its  sole  discretion,  decide  to  deliver  any  documents  related  to this  Award by  electronic  means.   You  hereby  consent  to  receive  such  documents  by  electronic  delivery  and  agree  to  participate  in  the  Plan  through  an  on-line  or  electronic  system,  including  the  Website, established and maintained by the Company, any of its Subsidiaries, the Equity  Administrator or another party designated by the Company.         (e)   Electronic Acceptance.  By accepting this Award electronically,                (i)   you acknowledge and agree that you are bound by the terms of        this Agreement and the Plan and that you and this Award are subject to all of the        rights, power and discretion of the Company, its Subsidiaries and the Board set        forth in this Agreement and the Plan; and                (ii)  this  Award  is  deemed  accepted  by  the  Company  and  the        Company shall be deemed to be bound by the terms of this Agreement.         (f)   Language.  By Participating in the Plan, you acknowledge that you are  sufficiently  proficient  in  English  or  have  consulted  with  an  advisor  who  is  sufficiently  proficient in English so as to allow  you to understand the terms and conditions of this  Agreement.  You  acknowledge  and agree  that  it  is  your  express  intent  that  this  Agreement,  the  Plan  and  all  other  documents,  notices  and  legal  proceedings  entered  into,  given  or  instituted  pursuant  to this  Award,  be  drawn  up  in  English.   If  you  have  received  this Agreement,  the  Plan  or  any  other  documents  related  to this  Award  translated  into  a  language  other  than  English,  and  if  the  meaning  of  the  translated  version is different than the English version, the English version will prevail to the extent  permitted  under  local  law. France: Une  version  française  de  cet  Accord  peut  être  consultée  sur  l’intranet. Poland: Kopię  tej  Umowy  w  języku  polskim  może  Pan/Pani  otrzymać wchodząc na Stronę.         (g)   Additional Requirements.  The Company reserves the right to impose  other requirements on this Award, any shares of Common Stock acquired pursuant to  this Award, and your participation in the Plan, to the extent the Company determines, in  its sole discretion, that such other requirements are necessary or advisable in order to  comply  with  local  laws,  rules  and  regulations, or  to  facilitate  the operation  and  administration of this Award and the Plan.  Such requirements may include (but are not  limited to) requiring you to sign any agreements or undertakings that may be necessary  to accomplish the foregoing.  Further, issuance of Common Stock hereunder is subject  to compliance by the Company and you with all legal requirements applicable thereto,  including compliance with the requirements of 12 C.F.R. Part 359, and with all applicable  regulations of any stock exchange on which the Common Stock may be listed at the time  of issuance.         (h)   Public  Offering.  If  you  are  a  resident  and/or  employed  outside  the  United States, the grant of this Award is not intended to be a public offering of securities  in  your  country  of  residence  (and  country  of Employment,  if  different).   The  Company  has not submitted any registration statement, prospectus or other filings with the local  securities authorities (unless otherwise required under local law), and the grant of this  Award is not subject to the supervision of the local securities authorities.                                                                           13                                       





 






         (i)   Limitation  of  Liability.  No  individual  acting  as  a  director,  officer,  employee or agent of the Company or any of its Subsidiaries will be liable to you or any  other  person  for  any  action,  including  any  Award  forfeiture,  Award  recovery or other  discretionary action taken pursuant to this Agreement or any related implementing policy  or procedure of the Company.           (j)   Insider Trading.  By participating in the Plan, you agree to comply with  the Company’s policy on insider trading (to the extent that it is applicable to you).  You  further  acknowledge  that,  depending  on  your  country  of  residence  (and  country  of  Employment, if different) or your broker’s country of residence or where the shares of  Common  Stock  are  listed,  you  may  be  subject  to  insider  trading  restrictions  and/or  market  abuse  laws  which  may  affect  your  ability  to  accept,  acquire,  sell  or  otherwise  dispose of the shares of Common Stock, rights to shares of Common Stock (e.g., this  Award) or rights linked to the value of shares of Common Stock, during such times you  are considered to have “inside information” regarding the Company (as defined by the  laws or regulations in your country of residence (and country of Employment, if different).  Local  insider  trading  laws  and  regulations  may  prohibit  the  cancellation, forfeiture or  amendment  of  orders  you  place  before  you  possess  inside  information.   Furthermore,  you are prohibited from                (i)  disclosing  the  inside  information  to  any  third  party  (other  than  on  a        “need to know” basis) and                (ii)  “tipping”  third  parties  or  causing  them  otherwise  to  buy  or  sell        securities.  You understand that third parties include fellow employees.           Any restriction under these laws or regulations is separate from and in addition to  any  restrictions  that  may  be  imposed  under  any  applicable  Company  insider  trading  policy.  You hereby expressly acknowledge that it is your responsibility to be informed of  and compliant with such regulations, and should consult with your personal advisor for  additional information.         (k)   Exchange  Rates.  Neither  the  Company, your Employer  or  any  Subsidiary  shall  be  liable  for  any  foreign  exchange  rate  fluctuation,  where  applicable,  between your local currency and the United States dollar that may affect the value of an  Award  or  of  any  amounts  due  to  you  pursuant  to  the  settlement  of  this Award  or  the  subsequent sale of any shares of Common Stock acquired under the Plan.         (l)   Applicable  Law.  This  Agreement  shall  be  subject  to  and  governed  by  the  laws  of  the  Commonwealth  of  Massachusetts, United  States  of  America without  regard to that Commonwealth’s conflicts of law principles.   17.   Application of Local Law and Countries Addendum.        (a)   Notwithstanding Section 16(l), this Award shall be subject to all applicable  laws, rules and regulations of your country of residence (and country of Employment, if  different)  and any special  terms  and  conditions  for  your  country  of  residence  (and  country of Employment, if different), including as set forth in the addendum that follows  this Agreement ("Countries Addendum"), but limited to the extent required by local law.   The Company reserves the right, in its sole discretion, to add to or amend the terms and  conditions  set  out  in  the  Countries  Addendum  as necessary  or  advisable  in  order  to                                                                           14                                       





 






   comply  with applicable laws,  rules  and  regulations or  to  facilitate  the  operation  and  administration  of  this  Award  and  the  Plan,  including  (but  not  limited to)  circumstances  where you transfer residence and/or Employment to another country.         (b)   As  a  condition  to this  Award,  you  agree  to  repatriate  all  payments  attributable  to  the Common  Stock acquired  under  the  Plan  in  accordance  with  local  foreign  exchange  rules  and  regulations  in  your  country  of  residence  (and  country  of  Employment, if different).  In addition, you also agree to take any and all actions, and  consent to any and all actions taken by the Company and its Subsidiaries, as may be  required to allow the Company and its Subsidiaries to comply with local laws, rules and  regulations  in  your  country  of  residence  (and  country  of Employment,  if  different).   Finally, you agree to take any and all actions as may be required to comply with your  personal legal, tax and other obligations under local laws, rules and regulations in your  country of residence (and country of Employment, if different).   18.   Data Privacy.   The  Company  is  located  at  One  Lincoln  Street,  Boston,  Massachusetts,  U.S.A.  and  grants Awards under the Plan to employees of the Company and its Subsidiaries in its  sole  discretion. You  should  carefully  review  the  following  information  about  the  Company’s data privacy practices in relation to your Award.        (a)   Data  Collection,  Processing  and  Usage. Pursuant  to  applicable  data  protection  laws,  you  are  hereby  notified that the  Company and  your  Employer collect,  process  and  use  certain  personal  data about  you  for  the  legitimate  interest  of  implementing,  administering  and  managing  the  Plan  and  generally  administering   Awards; specifically, including your name, home address, email address and telephone  number,  date  of  birth, social  security  number, social  insurance  number  or  other  identification  number,  salary,  citizenship,  job  title,  any  shares  of  Common  Stock  or  directorships  held  in  the  Company,  and  details  of  all Awards or  any  other incentive  compensation awards granted, canceled, forfeited, exercised, vested, or outstanding in  your favor, which the Company receives from you or your Employer. In granting Awards  under the Plan, the Company will collect your personal data for purposes of allocating  Awards and  implementing,  administering  and  managing  the  Plan.   The  Company’s  collection, processing and use of your personal data is necessary for the performance of  the Company’s contractual obligations under the Plan and pursuant to the Company’s  legitimate  interest  of  managing  and  generally  administering  employee incentive  compensation awards. Your refusal to provide personal data would make it impossible  for  the  Company  to  perform  its  contractual  obligations  and  may  affect  your  ability  to  participate in the Plan. As such, by participating in the Plan, you voluntarily acknowledge  the collection, processing and use of your personal data as described herein.           (b)   Equity Administrator. The Company transfers your personal data to the  Equity Administrator, which assists the Company with the implementation, administration  and management of the Plan.  In the future, the Company may select a different Equity  Administrator  and  share  your  personal  data  with  another  company  that  serves  in  a  similar  manner.   The Equity Administrator  will  open  an  account  for  you  to track  your  Award and to ultimately receive and trade shares of Common Stock acquired under the  Plan. You will be asked to agree on separate terms and acknowledge data processing  practices with the Equity Administrator, which is a condition to your ability to participate  in the Plan.                                                                           15                                       





 






         (c)   Data Retention. The Company will use your personal data only as long  as is necessary to implement, administer and manage your participation in the Plan or  as  required  to  comply  with  legal  or regulatory  obligations,  including  under  tax  and  security  laws.  If  the  Company  keeps  your  data  longer,  it  would  be  to  satisfy  legal  or  regulatory  obligations  and  the  Company’s  legal  basis  would  be  for  compliance  with  relevant laws or regulations.                       For further information about the processing of your personal data, please see the  GHR Privacy Notice.                                                                 **********************************                                                                                                                                           16                                       





 






                                 APPENDIX A                          COUNTRIES ADDENDUM                 TO [    ] DEFERRED STOCK AWARD AGREEMENT                                                             STATE STREET CORPORATION                        2017 STOCK INCENTIVE PLAN                                                          (A) United States                    (B) Australia                    (C) Austria                    (D) Belgium                    (E) Brazil                    (F) Brunei                    (G) Canada                    (H) Cayman Islands                    (I) China                    (J) Denmark                    (K) France                    (L) Germany                    (M)Hong Kong                    (N) India                    (O) Ireland                    (P) Italy                    (Q) Japan                    (R) Jersey                    (S) Luxembourg                    (T) Netherlands                    (U) Norway                    (V) Poland                    (W) Singapore                    (X) South Korea                    (Y) Switzerland                    (Z) Taiwan                    (AA)  Thailand                    (BB)  United Arab Emirates                    (CC)  United Kingdom                                 A.  UNITED STATES  ______________________________________________________________________                                        In consideration of your receipt of this Award, you expressly agree to comply  with the  terms  and  conditions  below  without  regard  to whether  or  not  any  amount  has  been  forfeited, paid, delivered or repaid, under this Award at any time, including the time you  separate from service with the Company and its Subsidiaries.  Failure to comply with the  terms and conditions of this Countries Addendum may result in the sole determination of  the Company in the forfeiture of any or all of the amounts remaining to be paid under this  Award.                                                                           17                                       





 






   In addition, your eligibility to participate in the Plan in the future, including any potential  future  grants  of  awards  under  the  Plan  (or  any  successor  incentive  plan  of  the  Company),  is  subject  to  and  conditioned  on  your  compliance  with  the  terms  and  conditions of this Countries Addendum.   This  Countries  Addendum  contains  a  covenant  not  to  compete  in  Paragraph  5 which  shall  apply  to  you under  the  circumstances  described  in  Paragraph  5.   You  should  review it carefully. You may consult with an attorney before accepting the Award. You  may consider whether you wish to accept the Award for up to 30 days from the date it  was  first  made  available  to  you  on  the  Website.  By  accepting  the  Award,  you  acknowledge and agree that it is fair and adequate consideration for the covenant not to  compete and other promises you make in this Countries Addendum.   All terms used herein shall have the meaning given to them in the Plan or this Award,  except as otherwise expressly provided herein.   1.    Confidentiality.           (a)   You acknowledge that you have access to Confidential Information which  is not generally known or made available to the general public and that such Confidential  Information  is  the  property  of  the  Company,  its  Subsidiaries  or  its  or  their  licensors,  suppliers  or  customers.   Subject  to  Paragraph 16,  below,  you  agree  specifically  as  follows,  in  each  case  whether  during  your Employment or  following  the  termination  thereof:                (i)   You  will  always  preserve  as  confidential  all  Confidential        Information, and will never use it for your own benefit or for the benefit of others;        this  includes  that  you  will  not  use  the  knowledge  of  activities  or  positions  in        clients’ securities portfolio accounts or cash accounts for your own personal gain        or for the gain of others.               (ii)  You  will  not  disclose,  divulge,  or  communicate  Confidential        Information to any unauthorized person, business or corporation during or after        the termination of your Employment with the Company and its Subsidiaries.  You        will  use  your  best  efforts  and  exercise  due  diligence  to  protect, to  not disclose        and to keep as confidential all Confidential Information.               (iii) You  will  not  initiate  or  facilitate  any  unauthorized  attempts  to        intercept data in transmission or attempt entry into data systems or files.  You will        not intentionally affect the integrity of any data or systems of the Company or any        of  its  Subsidiaries  through  the  introduction  of  unauthorized  code  or  data,  or        through  unauthorized  deletion  or  addition.   You  will  abide  by  all  applicable        Corporate Information Security procedures.               (iv)  Upon  the  earlier  of  request  or  termination  of Employment,  you        agree to return to the Company or the relevant Subsidiaries, or if so directed by        the Company or the relevant Subsidiaries, destroy any and all copies of materials        in your possession containing Confidential Information.         (b)   The  terms  of this  Countries  Addendum do  not  apply  to  any  information  which is previously known to you without an obligation of confidence or without breach of  this Countries Addendum, is publicly disclosed (other than by a violation by you of the                                                                          18                                       





 






   terms of this Countries Addendum) either prior to or subsequent to your receipt of such  information,  or  is  rightfully  received  by  you  from  a  third  party  without  obligation  of  confidence and other than in relation to your Employment with the Company or any of its  Subsidiaries.   State Street recognizes that certain disclosures of confidential information to appropriate  government  authorities or  other  designated  persons are  protected  by  “whistleblower”  and  other  laws.   Nothing  in this  Countries  Addendum is  intended  to  or  should  be  understood or  construed to  prohibit  or  otherwise  discourage  such  disclosures.   State  Street will not tolerate any discipline or other retaliation against employees who properly  make such legally-protected disclosures.   2.    Assignment and Disclosure.           (a)   You acknowledge that, by reason of being employed by your Employer, to  the extent permitted by law, all works, deliverables, products, methodologies and other  work product conceived, created and/or reduced to practice by you, individually or jointly  with others, during the period of your Employment by your Employer and relating to the  Company  or  any  of  its  Subsidiaries or  demonstrably  anticipated  business,  products,  activities, research or development of the Company or any of its Subsidiaries or resulting  from any work performed by you for the Company or any of its Subsidiaries, including,  without limitation, any track record with which you may be associated as an investment  manager or fund manager (collectively, “Work Product”), that consists of copyrightable  subject matter is "work made for hire" as defined in the Copyright Act of 1976 (17 U.S.C.  §  101),  and  such  copyrights  are  therefore  owned,  upon  creation,  exclusively  by  State  Street. To the extent the foregoing does not apply and to the extent permitted by law,  you hereby assign and agree to assign, for no additional consideration, all of your rights,  title and interest in any Work Product and any intellectual property rights therein to State  Street.   You  hereby  waive  in  favor  of State  Street any  and  all  artist’s  or  moral  rights  (including without limitation, all rights of integrity and attribution) you may have pursuant  to any state, federal or foreign laws, rules or regulations in respect of any Work Product  and all similar rights thereto.  You will not pursue any ownership or other interest in such  Work Product, including, without limitation, any intellectual property rights.          (b)   You  will  disclose  promptly  and  in  writing  to  the  Company  or  your  Employer all Work Product, whether or not patentable or copyrightable.  You agree to  reasonably cooperate with State Street:                (i)   to  transfer  to  State  Street  the Work  Product  and  any  intellectual        property rights therein;                (ii)  to obtain or perfect such right;                (iii) to execute all papers, at State Street’s expense, that State Street        shall  deem  necessary  to  apply  for  and  obtain  domestic  and  foreign  patents,        copyright and other registrations; and                (iv)  to protect and enforce State Street’s interest in them.                                                                              19                                       





 






         (c)   These obligations shall continue beyond the period of your Employment  with respect to inventions or creations conceived or made by you during the period of  your Employment.   3.    Non-Solicitation.          (a)   This Paragraph 3 shall apply to you at any time that you hold the title of  Vice President or higher.         (b)   You agree that, during your Employment and for a period of eighteen (18)  months from the date your Employment terminates for any reason you will not, without  the prior written consent of the Company or your Employer:                (i)   solicit,  directly  or  indirectly  (other  than  through  a  general        solicitation of employment not specifically directed to employees of the Company        or any of its Subsidiaries), the employment of, hire or employ, recruit, or in any        way  assist  another  in  soliciting  or  recruiting  the  employment  of,  or  otherwise        induce the termination of the employment of, any person who then or within the        preceding  twelve  (12)  months  was  an  officer  of  the  Company  or  any  of  its        Subsidiaries  (excluding  any  such  officer  whose  employment  was  involuntarily        terminated); or                (ii)  engage in the Solicitation of Business from any Client on behalf of        any person or entity other than the Company or any of its Subsidiaries.         (c)   Paragraph  3(b)(i)  above  shall  be  deemed  to  exclude  the  words  “hire  or  employ” if your work location is in California or New York, and shall be construed and  administered accordingly.         (d)   For purposes  of  this  Paragraph  3,  “officer”  shall  include  any  person  holding  a  position  title  of  Assistant  Vice  President or  higher.   Notwithstanding  the  foregoing, this Paragraph 3 shall be inapplicable following a Change in Control.  4.    Notice Period Upon Resignation.           (a)   This Paragraph 4 shall apply to you at any time that you hold the title of  Vice President or higher.  If you are subject to an employment agreement that requires a  longer notice period, that employment agreement shall govern.         (b)   In  order  to  permit  the  Company  and  its  Subsidiaries  to  safeguard  their  business interests and goodwill in the event of your resignation from Employment for any  reason,  you  agree  to  give  your  Employer  advance  notice  of  your  resignation.   The  duration of the advance notice you provide (the “Notice Period”) will be determined  at  the time you deliver such notice, as follows:               (i)   if you are a member of the Management Committee, you will give        180 days’ advance notice;               (ii)  if you are an Executive Vice President (but not a member of the        Management Committee), you will give ninety (90) days’ advance notice;                                                                            20                                       





 






               (iii) If  you  are  a  Senior  Vice  President  or  Senior  Managing  Director,        you will give sixty (60) days’ advance notice; and                              (iv)  if  you  are  a  Managing  Director  or  Vice  President,  you  will  give        thirty (30) days’ advance notice.         (c)   During the Notice Period, you will cooperate with your Employer, as well  as the Company and its Subsidiaries, and provide them with any requested information  to  assist  with  transitioning  your  duties,  accomplishing  its  or  their  business,  and/or  preserving its or their client relationships.           (d)   In  its  sole  discretion,  during  the  Notice  Period,  your  Employer  or  the  Company may place you on a partial or complete leave of absence and relieve you of  some  or  all  of  your  duties  and  responsibilities.   Except  as  provided  otherwise  in  (f)  below, at all times during the Notice Period you shall continue to be an employee of your  Employer, shall continue to receive your regular salary and benefits (although you may  not be eligible for any new incentive compensation awards or, subject to applicable law,  to  accrue  any  paid  vacation  time),  and  shall  continue  to  comply  with  the  applicable  policies of your Employer, the Company and its Subsidiaries.           (e)   You  agree  that  should  you  fail  to  provide  advance  notice  of  your  resignation as required in this Paragraph 4, your Employer, the Company or any of its  Subsidiaries shall be entitled to seek injunctive relief restricting you from employment for  a  period  equal  to  the  period  for  which  notice  of  resignation  was  required  but  not  provided, and for the period of restriction under Paragraph 5, if applicable, in addition to  any other remedies available under law.          (f)   If  you  have sixty  (60) or  fewer  days’  notice  remaining  in  your  required  Notice  Period  under  this  Paragraph  4,  your  Employer,  or  the  Company,  or  any  of  its  Subsidiaries may, at any time during the remainder of your Notice Period, release you  from  your  obligations  under  this  Paragraph  4  and  give  immediate  effect  to  your  resignation; provided that such action shall not affect your other obligations under this  Countries Addendum.           (g)   Notwithstanding  the  foregoing,  if  you  hold  the  title  of  Executive  Vice  President or  higher this  Paragraph  4  shall  not  apply  in  the  event  you  terminate  your  Employment for Good Reason on or prior to the first anniversary of a Change in Control  (each as defined in the Plan).   5.    Non-Competition.         (a)   This Paragraph 5 shall apply to you at all times during your Employment  and,  in  certain  circumstances,  will  continue  to  apply  following  the  termination  of  your  Employment.  You  should  review  it  carefully  and  may,  if  you  wish,  consult  with  an  attorney before accepting this Award.         (b)   During  your Employment, and following  its  termination for the  period  of  time  specified  in  Paragraph  5(c)  below (the  entire  period,  including  both  during  Employment  and  after  Employment,  if  any,  the “Non-Compete  Period”), you  will  not,                                                                          21                                       





 






   anywhere  in  the  Restricted  Area, for  yourself  or any  other  person  or  entity,  directly  or  indirectly, in any Restricted Capacity, engage in, provide services to, consult for, or be  employed  by  a  business  that  provides  products  or  services  competitive  with  any  products  or  services  of your  Employer,  the  Company or  any  of  its Subsidiaries with  respect to which you were involved at any time during your Employment or, with respect  to the portion of the Non-Compete Period that follows termination of your Employment,  within the two years preceding the date of the termination of your Employment.         (c)   Unless one of the exceptions in Paragraph 5(d) applies to you, the Non- Compete Period will continue after the termination of your Employment for any reason  under the following circumstances:                                                        Then the Non-            If at the time of termination:            Compete Period                                                       will continue for:                   You were an Executive Vice President or             higher                   You were a Vice President or higher and your             Employer was Charles River Development at any             time during the twelve (12) months immediately             preceding the termination of your Employment  12 months                   You were a Client Executive (as so             designated by the Company or any Subsidiary) at             any time during the twelve (12) months             immediately preceding the termination of your             Employment.              If none of the above apply, but one of the                                                       Then the Non-            following was true at any time during the                                                       Compete Period             twelve (12) months immediately preceding the                                                       will continue for:             termination of your Employment:                   You were a Managing Director, Senior             Managing Director or Senior Vice President                                                            6 months             working in one of the Specified Job Families             (defined below)                  You were a Vice President working in one of                                                            3 months             the Specified Job Families         (d)   Exceptions--                                                                            22                                       





 






               (i)   If you reside in or have a primary reporting location in California,        then  this  Paragraph  5  applies  only  during  your Employment,  but  has  no  effect        after the termination of your Employment for any reason.               (ii)  If  you  reside  in  or  are  employed  in  Massachusetts  and  State        Street  terminates  your  employment  involuntarily  not  for  cause,  then  this        Paragraph 5 applies only during your Employment, but has no effect after such        termination. Here, “cause” means:                (1)   your Employer’s or the Company’s good faith determination that it                    has  a reasonable  basis for dissatisfaction  with  your  Employment                    for  reasons  such  as  lack  of  capacity  or  diligence,  failure  to                    conform  to  usual  standards  of  conduct,  or  other  culpable  or                    inappropriate behavior; or                (2)   other  grounds  for  discharge  that  are  reasonably  related,  in  your                    Employer’s  or  the  Company’s  honest  judgment,  to  the  needs  of                    the  business  of  your  Employer,  the  Company  or  any  of  its                    Subsidiaries.  In  addition,  if  you  violate  a  fiduciary  duty  to  your                    Employer, the Company or any of its Subsidiaries, then the post-                   employment portion of the Non-Compete Period shall be extended                    by the time during which you engage in such activities, for up to a                    total of 2 years following termination of your Employment.         (e)   “Restricted Area” means anywhere that your Employer, the Company or  any  of  its  Subsidiaries  markets  its  products  or  services  (which  you  acknowledge  specifically includes the entire world), or with respect to the portion of the Non-Compete  Period  that  follows  termination  of  your  Employment,  anywhere  in  which  you  provided  services  or  had  a  material  presence  or  influence  on  behalf  of  your  Employer,  the  Company  or  any  of  its  Subsidiaries  at  any  time  within  the  2-year  period  immediately  preceding such termination.         (f)   “Restricted Capacity” means any capacity, or with respect to the portion  of the Non-Compete Period that follows termination of your Employment, any capacity  that  is  the  same  or  similar  to  the  capacity  in  which  you  were  employed  by  your  Employer, the Company or any of its Subsidiaries at any time within the 2-year period  immediately preceding such termination and/or involves any services that you provided  to your Employer, the Company or any of its Subsidiaries at any time within such 2-year  period.         (g)   “Specified  Job  Families”  are  those  job  families  which  State  Street  has  identified as having access to confidential and proprietary information, trade secrets, or  good  will  that  require  protection  following  termination  of  Employment  for  any  reason.   Specified Job Families are listed in Appendix C.  You can find your Job Family in the  State  Street  human  resources information system  (in  MyWorkday,  navigate  to  View  Profile  by  clicking  the cloud  icon  in  the upper  right corner  of  your  screen,  click  View  Profile, and then select the Job tab).   6.    Definitions – Countries  Addendum.  For  the  purpose  of this  Countries  Addendum, the following terms are defined as follows:                                                                            23                                       





 






         (a)   “Client” means a prospective, present or former customer or client of the  Company or any of its Subsidiaries with whom you have had, or with whom persons you  have  supervised  have  had,  substantive  and  recurring  personal  contact  during  your  Employment with the Company or any of its Subsidiaries.  A former customer or client  means a customer or client for which the Company or any of its Subsidiaries stopped  providing all services within twelve (12) months prior to the date your Employment with  your Employer ends.           (b)   “Confidential  Information”  includes  but  is  not  limited  to  all  trade  secrets,  trade  knowledge,  systems,  software,  code,  data  documentation,  files,  formulas,  processes,  programs,  training  aids,  printed  materials,  methods,  books,  records,  client  files,  policies  and  procedures,  client  and  prospect  lists,  employee  data  and  other  information relating to the operations of the Company or any of its Subsidiaries and to its  or  any  of  their  customers,  and  any  and  all  discoveries,  inventions  or  improvements  thereof made or conceived by you or others for the Company or any of its Subsidiaries  whether  or  not  patented  or  copyrighted,  as  well  as  cash  and  securities  account  transactions  and  position  records  of  clients,  regardless  of  whether  such  information  is  stamped “confidential.”          (c)    “Person” means an individual, a corporation, a limited liability company,  an  association,  a  partnership,  an  estate,  a  trust  and  any  other  entity  or  organization,  other than your Employer, the Company or any of its Subsidiaries.         (d)    “Solicitation  of  Business”  means  the  attempt  through  direct  or  indirect  contact by you or by any other Person with your assistance to induce a Client to:                 (i)   transfer  the  Client’s  business  from  the  Company  or  any  of  its        Subsidiaries to any other person or entity;                (ii)  cease or curtail the Client’s business with the Company or any of        its Subsidiaries; or                (iii) divert  a  business  opportunity  from  the  Company  or  any  of  its        Subsidiaries to any other person or entity.           (e)   “Subsidiaries” means  any  entity  controlling,  controlled  by  or  under  common control with the Company, including direct and indirect subsidiaries existing as  of the date of this Agreement or at any time in the future.   7.    Post-Employment  Cooperation.  You  agree  that,  following the  termination  of  your Employment with the Company and its Subsidiaries, you will reasonably cooperate  with the Company or the relevant Subsidiary with respect to any matters arising during  or  related  to  your Employment,  including  but  not  limited  to  reasonable  cooperation  in  connection  with  any  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding  (even  if  such  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding arises following the date of this Award to which this Countries Addendum is  appended or following the termination of your Employment).  The Company or any of its  Subsidiaries  shall  reimburse  you  for  any  reasonable  out-of-pocket  and  properly  documented expenses you incur in connection with such cooperation.   8.    Non-Disparagement.  Subject  to  Paragraph  16,  below,  you  agree  that  during                                                                          24                                       





 






   your Employment and  following  the  termination  thereof  you  shall  not  make  any  false,  disparaging, or derogatory statements to any media outlet (including Internet-based chat  rooms, message boards, any and all social media, and/or web pages), industry groups,  financial  institutions,  or  to  any  current,  former  or  prospective  employees,  consultants,  clients,  or  customers  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 or financial condition of the Company or  any of its Subsidiaries.   9.    Enforcement.  You acknowledge and agree that the promises contained in this  Countries Addendum are necessary to the protection of the legitimate business interests  of your Employer, the Company and its Subsidiaries, including without limitation its and  their Confidential Information, trade secrets and goodwill, and are material and integral  to the undertakings of the Company under this Award to which this Countries Addendum  is appended.  You further agree that one or more of your Employer, the Company and its  Subsidiaries will be irreparably harmed in the event you do not perform such promises in  accordance  with  their  specific  terms  or  otherwise  breach  the  promises  made  herein.   Accordingly,  your  Employer,  the  Company  and  any  of  its  Subsidiaries  shall  each  be  entitled to preliminary or permanent injunctive or other equitable relief or remedy without  the need to post bond, and to recover its or their reasonable attorney’s fees and costs  incurred  in  securing  such  relief,  in  addition  to,  and  not  in  lieu  of,  any  other  relief or  remedy at law to which it or they may be entitled.  You further agree that, the periods of  restriction contained in this Countries Addendum shall be tolled, and shall not run, during  any period in which you are in violation of the terms of this Countries Addendum, so that  your  Employer,  the  Company  and  its  Subsidiaries  shall  have  the  full  protection  of  the  periods  agreed  to  herein.  Should  the  Company  determine  that  any  portion  of  the  Deferred  Shares  granted  to  you  in  connection  with  this  Award  are  to  be  forfeited  on  account  of  your  breach  of  the  provisions  of  this  Countries  Addendum,  any  unvested  portion of your Award will cease to vest upon such determination.   10.   No Waiver.  No delay by your Employer, the Company or any of its Subsidiaries  in exercising any right under this Countries Addendum 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 your Employer, the Company or any of its Subsidiaries 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.   11.   Relationship  to  Other  Agreements.  This Addendum supplements  and  does  not limit, amend or replace any other obligations you may have under applicable law or  any other agreement or understanding you may have with your Employer, the Company  or any of its Subsidiaries or pursuant to the applicable policies of any of them, whether  such  additional  obligations  have  been  agreed  to  in  the  past,  or  are  agreed  to  in  the  future.   12.   Interpretation  of  Business  Protections.  The  agreements  made  by  you  in  Paragraphs 1, 2, 3, 4 and 5 above 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 of the provisions to this Countries Addendum is severable  and  independently  enforceable  without  reference  to  the  enforcement  of  any  other  provision.  If any restriction set forth in this Countries Addendum is found by any court of  competent jurisdiction to be unenforceable because it extends for too long a period of                                                                          25                                       





 






   time or over too great a range of activities or in too broad a geographic area, it shall be  interpreted  to  extend only  over  the  maximum  period  of  time,  range  of  activities  or  geographic area as to which it may be enforceable.   13.   Assignment.  Except  as  provided  otherwise  herein, this  Countries  Addendum  shall  be  binding  upon  and  inure  to  the  benefit  of  both  parties  and  their  respective  successors and assigns, including any person or entity which acquires the Company or  its assets or business; provided, however, that your obligations are personal and may  not be assigned by you.    14.   Electronic  Acceptance.  By  accepting  this  Award  electronically,  you  will  be  deemed  to  have  acknowledged  and  agreed  that  you  are  bound  by  the  terms  of this  Countries Addendum, and it shall be deemed to have been accepted by the Company.   You  agree  that  this  electronic  acceptance  by  both  you  and  the  Company  shall  be  deemed equivalent to the Award having been signed by both parties.   15.   Notification  Requirement.  Until forty-five  (45) days  after  the  period  of  restriction under Paragraph 5 expires, you shall give notice to the Company of each new  business activity you plan to undertake, at least five (5) business days prior to beginning  any such activity.  Such notice shall state the name and address of the Person for whom  such  activity  is  undertaken  and  the  nature  of  your  business  relationship(s)  and  position(s) with such Person.  You shall provide the Company with such other pertinent  information concerning such business activity as the Company may reasonably request  in  order  to  determine  your  continued  compliance  with  your  obligations  under this  Countries Addendum.   16.   Certain Limitations.         (a)   Nothing in this Countries Addendum prohibits you from reporting possible  violations of federal law or regulation to any governmental agency or regulatory authority  or from making other disclosures that are protected under the whistleblower provisions  of federal law or regulation.  Moreover, nothing in this Countries Addendum requires you  to notify the Company that you have made any such report or disclosure.  However, in  connection  with  any  such  activity,  you  acknowledge  you  must  take  reasonable  precautions  to  ensure  that  any Confidential Information  that  is  disclosed  to  such  authority  is  not  made  generally  available  to  the  public,  including  by  informing  such  authority of the confidentiality of the same.         (b)   You shall not be held criminally or civilly liable under any Federal or state  trade secret law if you disclose a Company trade secret:                (i)   in  confidence  to  a  Federal, state,  or  local  government  official,        either directly or indirectly, or to an attorney, solely for the purposes of reporting        or investigating a suspected violation of law; or                (ii)  in  a  complaint  or  other  document  filed  in  a  lawsuit  or  other        proceeding, if such filing is made under seal.         (c)   Despite the foregoing, you also acknowledge that you are not permitted to  disclose  to  any  third-party,  including  any  governmental  or  regulatory  authority,  any  information learned in the course of your Employment that is protected from disclosure                                                                          26                                       





 






   by  any  applicable  privilege,  including  but  not  limited  to  the  attorney-client  privilege,  attorney  work  product  doctrine,  the  bank  examiner’s  privilege,  and/or  privileges  applicable to information covered by the Bank Secrecy Act (31 U.S.C. §§ 5311-5330),  including  information  that  would  reveal  the  existence  or  contemplated  filing  of  a  suspicious  activity  report.   Your  Employer,  the  Company  and  its  Subsidiaries  do  not  waive any applicable privileges or the right to continue to protect its and their privileged  attorney-client information, attorney work product, and other privileged information.                                *     *    *     *    *   *   *  Entire Agreement.  The Plan and the Agreement constitute the complete understanding  and agreement between the parties to the Agreement with respect to this Award, and  supersedes  and  cancels  any  previous  oral  or  written  discussions,  agreements  or  representations regarding this Award or the Common Stock.                                 B.  AUSTRALIA  ______________________________________________________________________    1.     Award  Conditioned  on  Satisfaction  of  Regulatory  Obligations.  If  you  are  (a) a  director  of  a  Subsidiary  incorporated  in  Australia,  or  (b)  a  person  who  is  a  management-level executive of a Subsidiary incorporated in Australia and who also is a  director  of  a  Subsidiary  incorporated  outside  of  Australia,  the  grant  of this Award  is  conditioned upon satisfaction of the shareholder approval provisions of section 200B of  the Corporations Act 2001 (Cth) in Australia.      2.    Tax  Deferral.   This  Award  is  intended  to  be  subject  to  tax  deferral  under  Subdivision 83A-C of the Income Tax Assessment Act 1997 (subject to the conditions  and requirements thereunder).    3.    Offer Document.  The terms of your Award incorporate the rules of the Plan, the  Agreement, this Countries Addendum and the provisions of the Offer Document found in  Appendix B.  The Offer Document is hereby incorporated into, and forms an integral and  material  part  of, the  Agreement and  this  Countries  Addendum.  By  accepting  your  Award,  you  will  be  bound  by  the  rules  of  the  Plan, the Agreement,  this  Countries  Addendum and the attached Offer Document.        4.    Non-Solicitation.          (a)   This Paragraph 4 shall apply to you at any time that you hold the title of  Vice President or higher.         (b)   You agree that, during your Employment and for a period of eighteen (18)  months from the date your Employment terminates for any reason you will not, without  the prior written consent of the Company or your Employer:                (i)   solicit,  directly  or  indirectly  (other  than  through  a  general        solicitation of employment not specifically directed to employees of the Company        or any of its Subsidiaries), the employment of, hire or employ, recruit, or in any        way  assist  another Person  in  soliciting  or  recruiting  the  employment  of,  or        otherwise induce the termination of the employment of, any person who then or        within the preceding twelve (12) months was an Officer of the Company or any of                                                                          27                                       





 






         its Subsidiaries (excluding any such Officer whose employment was involuntarily        terminated); or                (ii)  engage in the Solicitation of Business from any Client on behalf of        any Person other than the Company or any of its Subsidiaries.         (c)   “Confidential  Information”  includes  but  is  not  limited  to  all  trade  secrets,  trade  knowledge,  systems,  software,  code,  data  documentation,  files,  formulas,  processes,  programs,  training  aids,  printed  materials,  methods,  books,  records,  client  files,  policies  and  procedures,  client  and  prospect  lists,  employee  data  and  other  information relating to the operations of the Company or any of its Subsidiaries and to its  or  any  of  their clients  or customers,  and  any  and  all  discoveries,  inventions  or  improvements thereof made or conceived by you or others for the Company or any of its  Subsidiaries  whether  or  not  patented  or  copyrighted,  as  well  as  cash  and  securities  account  transactions and  position  records  of  clients,  regardless  of  whether  such  information is stamped “confidential.”          (d)    “Solicitation  of  Business”  means  the  attempt  through  direct  or  indirect  contact by you or by any other Person with your assistance to induce a Client to:                 (i)   transfer  the  Client’s  business  from  the  Company  or  any  of  its        Subsidiaries to any other Person;                (ii)  cease or curtail the Client’s business with the Company or any of        its Subsidiaries; or                (iii) divert  a  business  opportunity  from  the  Company  or  any  of  its        Subsidiaries to any other Person.           (e)   “Officer” shall include any person holding a position title of Assistant Vice  President or  higher.   Notwithstanding  the  foregoing,  this Paragraph 4 shall  be  inapplicable following a Change in Control.  5.    Notice  and  Non-Compete. In consideration  of  your  receipt  of  this  Award,  you  expressly  agree  to  comply  with  the  terms  and  conditions  below  without  regard  to  whether  or  not  any  amount  has  been  forfeited,  paid,  delivered  or  repaid,  under  this  Award at any time, including the time you separate from service with your Employer, the  Company and its Subsidiaries.  It is a condition of this Award that, if you fail to comply  with the terms and conditions below, then the Company may in its absolute discretion  determine that any or all of the amounts remaining to be paid under this Award should  be forfeited.  All terms used herein shall have the meaning given to them in the Plan or the Award,  except as otherwise expressly provided herein.     (a)   Notice Period Upon Resignation.                 (i)   In order to permit the Company and its Subsidiaries to safeguard        their  business  interests  and  goodwill  in  the  event  of  your  resignation  from        Employment  for  any  reason,  if  you  hold  the  title  of  Vice  President  or  higher        immediately  prior  to  termination  of  your  Employment,  you  agree to  give  your        Employer advance notice of your resignation. The duration of the advance notice                                                                           28                                       





 






                     you provide (the “Notice Period”) will be determined by your title at the time you    deliver such notice, as follows:       (A)   If  you  are  a  member  of  the  State  Street  Corporation  Management       Committee, you will give 180 days’ advance notice in writing;        (B)   If  you  are  an Executive  Vice  President (but  not  a  member  of  the       Management Committee), you will give 90 days’ advance notice in writing;       (C)   If you are a Senior Vice President or Senior Managing Director, you       will give sixty (60) days’ advance notice; and       (D)   If you are a Managing Director or Vice President, you will give thirty       (30) days’ advance notice.       For the avoidance of doubt, the Notice Periods set out above shall be subject       always  to  any  contractual  obligation  you  have  to  give  a  longer  period  of       notice  of  termination  of  your  Employment  (whether  such  obligation  is       contained in your contract of Employment or any other agreement to which       you are a party).           (ii)  During the Notice Period, you will cooperate with your Employer,    as  well  as  the  Company  and  its  Subsidiaries,  and  provide  them  with  any    requested information to assist with transitioning your duties, accomplishing its or    their business, and/or preserving its or their client and customer relationships. In    its sole discretion, during the Notice Period, your Employer or the Company may    place you on a partial or complete leave of absence and relieve you of some or    all of your duties and responsibilities. Except as provided otherwise in (iii)  below,    at all times during the Notice Period you shall continue to be an employee of your    Employer, shall continue to receive your regular salary and benefits and you will    continue to comply with the applicable policies of your Employer, the Company,    and  its  Subsidiaries.  However,  you  will  not  be  eligible  for  any  incentive    compensation  awards  made  on  or  after the first day  of the  Notice  Period  or to    accrue any vacation save as required by statute.           (iii) In  its sole  discretion,  at  any  time  during  the  Notice  Period,  the    Company or your   Employer may release you from your obligations under this    Paragraph  (a)  by  giving  immediate  effect  to  your  resignation  and  making  a    payment  of  basic  salary  in  lieu  of  any  remaining portion  of  the  Notice  Period;    provided  that  such  action  shall  not  affect  your  other  obligations  under  this    Addendum.  (b) Non-Competition.           (i)  This  Paragraph  (b)  shall  apply  to  you  at  all  times  during  your    Employment  and,  in  certain  circumstances,  will  continue  to apply  following  the    termination of your Employment.  You should review it carefully and may, if you    wish, consult with an attorney before accepting this Award.          (ii)  During  your  Employment  and  following  its  termination  for  the    period of time specified in Paragraph 5(b)(iii) below (the entire period, including    both  during  Employment  and  after  Employment,  if  any,  the  “Non-Compete    Period”),  you will not within the Restricted Territory, directly or indirectly, whether    as owner, director, partner, investor, consultant, agent, employee, co-venturer or    otherwise  and  whether  alone  or  in  conjunction  with  or  on  behalf  of  any  other    person:                                                                  29                                   





 






                      (1) become  engaged,  employed,  concerned  or  interested  in  or  provide        technical,  commercial  or  professional  advice  to,  any  Person  which        supplies  or  provides  (or  intends  to  supply  or  provide)  Products  or        Services in competition with such parts of the business of the Employer or        any Relevant Group Company with which you were materially engaged or        involved or for which you were responsible during the Relevant Period;      (2) compete  with  your  Employer  or  any  Relevant  Group  Company,  or        undertake any planning for any business competitive with the business of        your Employer or any Relevant Group Company; or      (3) engage  in  any  manner  in  any  activity  that  is  directly  or  indirectly        competitive or potentially competitive with the business of your Employer,        or  any  Relevant  Group  Company  as  conducted  or  under  consideration        during  the  Relevant  Period  and  further  agree  not  to  work  or  provide        services,  in  any  capacity,  whether  as  an  employee,  independent        contractor  or  otherwise,  whether  with  or  without  compensation,  to  any        Person  who  is  engaged  in  any  business  that  is  competitive  with  the        business  of  your  Employer  or  any  Relevant  Group  Company,  as        conducted or in planning during the Relevant Period.          (iii) The  Non-Compete  Period  will  continue  after  the  termination  of  your Employment for any reason under the following circumstances:                                                  Then the Non-      If at the time of termination:            Compete Period                                                 will continue for:             You were an Executive Vice President or       higher             You were a Vice President or higher and your       Employer was Charles River Development at any       time during the twelve (12) months immediately       preceding the termination of your Employment  12 months             You were a Client Executive (as so       designated by the Company or any Subsidiary) at       any time during the twelve (12) months       immediately preceding the termination of your       Employment.        If none of the above apply, but one of the                                                 Then the Non-      following was true at any time during the                                                 Compete Period       twelve (12) months immediately preceding the                                                 will continue for:       termination of your Employment:                                                                30                                 





 






                   You were a Managing Director, Senior             Managing Director or Senior Vice President                                                            6 months             working in one of the Specified Job Families             (defined below)                  You were a Vice President working in one of                                                            3 months             the Specified Job Families               (iv)  The period of months referred to in Paragraph 5(b)(iii) above will        be reduced by one day for every day during which, at the Employer’s direction,        you are on a complete leave of absence pursuant to Paragraph 5(a)(ii) above.              (v)   Nothing  in  this  Paragraph  (b)  shall  prevent  your  passive        ownership  of  two  percent  (2%)  or  less  of  the  equity  securities  of  any  publicly        traded company.        (c)   Definitions.  For the purpose of this Addendum, the following terms are  defined as follows:                (i)   “Client”  means  a  current  or  former  customer  or  client  of  the        Company  or  any  of  its  Subsidiaries  with  whom  you  have  had,  or  with  whom        persons  you  have  supervised  have  had,  substantive  and  recurring  personal        contact  during  the  Relevant  Period.  A  former  customer  or  client  means  a        customer  or  client  for  which  the  Company  or  any  of  its  Subsidiaries  stopped        providing  all  services  within  twelve  months  prior  to  the  date  your  Employment        with your Employer ends.                (ii)  “Products or Services” means any products or services which are        the same as, of the same kind as, of a materially similar kind to, or competitive        with, any products or services supplied or provided by your Employer or Relevant        Group  Company  and  with  which  you  were  materially  concerned  or  connected        within the Relevant Period.              (iii) “Person”  means  an  individual,  a  corporation,  a  limited  liability        company, an association, a partnership, a limited liability partnership, an estate,        a trust and any other entity or organization (whether conducted on its own or as        part  of a  wider  entity),  other  than  your  Employer,  the  Company  or  any  of  its        Subsidiaries.              (iv)  “Relevant  Group  Company”  means  the  Company  and/or  any        Subsidiaries for which you have performed services or in respect of which you        have had operational or managerial responsibility at any time during the Relevant        Period.              (v)   “Relevant  Period”  means  the  period  of  24  months  immediately        before the date of termination of your Employment, or (where such provision is        applied) the date of commencement of any period of complete leave of absence        pursuant to Paragraph 3(a)(ii).              (vi)  “Restricted Territory” means any area or territory:                    1. in which you worked during the Relevant Period; and/or                    2. in  relation  to  which  you  were  responsible  for,  or  materially                       involved in, the supply of Products or Services in the Relevant                                                                          31                                       





 






                        Period.               (vii) “Specified Job Families” are those job families which State Street        has identified as having access to confidential and proprietary information, trade        secrets, or good will that require protection following termination of Employment        for any reason. Specified Job Families are listed in Appendix C.  You  can find        your Job  Family  in  the  State  Street  human  resources information system  (in        MyWorkday, navigate to View Profile by clicking the cloud icon in the upper right        corner of your screen, click View Profile, and then select the Job tab).             (viii) “Subsidiaries” means any entity controlling, controlled by or under        common  control  with  the  Company,  including  direct  and  indirect  subsidiaries        existing as of the date of this Agreement or at any time in the future.                   6.    Post-Employment  Cooperation.   You  agree  that,  following  the  termination  of  your Employment with the Company and its Subsidiaries, you will reasonably cooperate  with the Company or the relevant Subsidiary with respect to any matters arising during  or  related  to  your  Employment,  including  but  not  limited  to  reasonable  cooperation  in  connection  with  any  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding  (even  if  such  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding arises following the date of this Award to which this Addendum is appended  or  following  the  termination  of  your  Employment).   The  Company  or  any  of  its  Subsidiaries  shall  reimburse  you  for  any  reasonable  out-of-pocket  and  properly  documented expenses you incur in connection with such cooperation.  7.    Enforcement.  You acknowledge and agree that the promises contained in this  Countries Addendum are necessary to the protection of the legitimate business interests  of your Employer, the Company and its Subsidiaries, including without limitation its and  their confidential information, trade secrets and goodwill, and are material and integral to  the undertakings  of  the  Company  under  this  Award  to  which  this  Addendum  is  appended.  You further agree that one or more of your Employer, the Company and its  Subsidiaries will be irreparably harmed in the event you do not perform such provisions  in accordance with their specific terms or otherwise breach the promises made herein.   Accordingly,  your  Employer,  the  Company  and  any  of  its  Subsidiaries  shall  each  be  entitled to preliminary or permanent injunctive or other equitable relief or remedy without  the need to post bond, and to recover its or their reasonable attorney’s fees and costs  incurred  in  securing  such  relief,  in  addition  to,  and  not  in  lieu  of,  any  other  relief  or  remedy at law to which it or they may be entitled, including the immediate forfeiture of  any as-yet unvested portion of the Award.   8.    No Waiver.  No delay by your Employer, the Company or any of its Subsidiaries  in exercising any right under this Addendum 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  your Employer, the Company or any of its Subsidiaries 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.  9.    Relationship  to  Other  Agreements.   This  Addendum  supplements  and  does  not limit, amend or replace any other obligations you may have under applicable law or  any other agreement or understanding you may have with your Employer, the Company  or any of its Subsidiaries or pursuant to the applicable policies of any of them, whether  such  additional  obligations  have  been  agreed  to  in  the  past,  or  are  agreed  to  in  the  future.                                                                          32                                       





 






   10.   Interpretation  of  Business  Protections.   The  agreements  made  by  you  in  Paragraphs 4  and 5  above  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  of  the  provisions  to  this  Addendum  is  severable  and  independently  enforceable without reference to the enforcement of any other provision.  Consistent with  the Restraint of Trade Act 1976 (NSW), if any restriction set forth in this Paragraph is  found by any court of competent jurisdiction to be unenforceable because it extends for  too  long  a  period  of  time  or  over  too  great  a  range  of  activities  or  in  too  broad  a  geographic area, it shall be interpreted to extend only over the maximum period of time,  range of activities or geographic area as to which it may be enforceable.  11.   Assignment.   Except  as  provided  otherwise  herein,  this  Addendum  shall  be  binding upon and inure to the benefit of both parties and their respective successors and  assigns,  including  any  person  or  entity  which  acquires  the  Company  or  its  assets  or  business;  provided,  however,  that  your  obligations  are  personal  and  may  not  be  assigned by you.  12.   Electronic  Acceptance.   By  accepting  this  Award  electronically,  you  will  be  deemed  to  have  acknowledged  and  agreed  that  you  are  bound  by  the  terms  of  this  Addendum, and it shall be deemed to have been accepted by the Company.  13.   Notification Requirement. During the period of restriction under Paragraph 3(b)  above and for a further 45 days after that period of restriction has expired, you shall give  notice to the Company of each new business activity you plan to undertake, at least 5  business days prior to beginning any such activity.  Such notice shall state the name and  address  of  the  Person  for  whom  such  activity  is  undertaken  and  the  nature  of  your  business  relationship(s)  and  position(s)  with  such  Person.   You  shall  provide  the  Company with such other pertinent information concerning such business activity as the  Company may reasonably request in order to determine your continued compliance with  your obligations under this Addendum.  14.   Certain Limitations.           (a) Nothing in this Addendum prohibits you from reporting possible violations              of United States federal law or regulation to any governmental agency or              regulatory  authority  or from  making  other  disclosures  that  are  protected              under  the  whistleblower  provisions  of  United  States  federal  law  or              regulation,  or  similar  Australian  law  or  regulation.   Moreover,  nothing  in              this Addendum requires you to notify the Company that you have made              any  such  report  or  disclosure.   However,  in  connection  with  any  such              activity,  you  acknowledge  you  must  take  reasonable  precautions  to              ensure that any confidential information that is disclosed to such authority              is not made generally available to the public, including by informing such              authority of the confidentiality of the same.           (b) Despite the foregoing, you also acknowledge that you are not permitted to              disclose  to  any  third-party,  including  any  governmental  or  regulatory              authority, any information learned in the course of your Employment that              is protected from disclosure by any applicable privilege, including but not              limited to the attorney-client privilege, attorney work product doctrine, the              bank  examiner’s  privilege,  and/or  privileges  applicable  to  information              covered  by  the  Bank  Secrecy  Act (31  U.S.C.  §§  5311-5330),  including              information  that  would  reveal  the  existence  or  contemplated  filing  of  a              suspicious  activity  report.   Your  Employer,  the  Company  and  its              Subsidiaries  do  not  waive  any  applicable  privileges  or  the  right  to                                                                          33                                       





 






               continue  to  protect  its  and  their  privileged  attorney-client  information,              attorney work product, and other privileged information.                                                    C.    AUSTRIA  ______________________________________________________________________    No country-specific provisions.                                                                                                           D.    BELGIUM  ______________________________________________________________________    No country-specific provisions.                                                                                                            E.    BRAZIL  ______________________________________________________________________          1.    Compliance  with  Law.   By  accepting  the  Award,  you  expressly  acknowledge and agree to comply with applicable Brazilian laws and to pay any and all  applicable taxes associated with the vesting of the Award, the receipt of any dividends,  and the sale of shares of Common Stock acquired under the Plan.                2.    Labor  Law  Acknowledgment.   You expressly  acknowledge and agree  that, for all legal purposes, (a) the benefits provided pursuant to the Agreement and the  Plan  are  the  result  of  commercial  transactions  unrelated  to  your  Employment;  (b)  the  Agreement and the Plan are not a part of the terms and conditions of your Employment;  and (c) the income you realize from the Award, if any, is not part of your remuneration  from Employment.            BY  ELECTRONICALLY  ACCEPTING  THE   AGREEMENT    AND  THIS  COUNTRIES  ADDENDUM,  YOU  ACKNOWLEDGE,  UNDERSTAND  AND  AGREE  TO  THE  TERMS  AND  CONDITIONS  OF  THE  PLAN,  YOUR AGREEMENT    AND  THIS COUNTRIES  ADDENDUM.                                                                           F.    BRUNEI  ______________________________________________________________________                                           IMPORTANT  NOTICE. WARNING:  The  contents  of  the  Agreement, this  Countries     Addendum, the Plan, and all other materials pertaining to this Award and/or the Plan     have not been reviewed by any regulatory authority in Brunei Darussalam.  You are     hereby advised to exercise caution in relation to the offer thereunder.  If you have     any doubts about any of the contents of the aforesaid materials, you should obtain     independent professional advice.                                                                                                                                                      34                                       





 






      1. Securities Law Notice.  The grant of the Award is made pursuant to a private        offering  exemption  under  section  117  of  the  Securities  Markets  Order,  2013        ("SMO")  on  which  basis  it  is  exempt  from  the  prospectus  and  registration        requirements under the SMO and is also exempt from the capital markets        services  licensing  requirements  under  section  159(1)(d)  as  being  the        administration of an employee participation scheme.          2. Assignment and Disclosure.           (a)   You acknowledge that, by reason of being employed by your Employer, to        the extent permitted by law, all works, deliverables, products, methodologies and        other  work  product  conceived,  created  and/or  reduced  to  practice  by  you,        individually or jointly with others, during the period of your Employment by your        Employer and relating to the Company or any of its Subsidiaries or demonstrably        anticipated  business,  products,  activities,  research  or  development  of  the        Company or any of its Subsidiaries or resulting from any work performed by you        for the Company or any of its Subsidiaries, including, without limitation, any track        record  with  which  you  may  be  associated  as  an  investment  manager  or  fund        manager  (collectively,  “Work  Product”),  that  consists  of  copyrightable  subject        matter is "work made for hire" as defined in the Copyright Order, 1999 and such        copyrights  are  therefore  owned,  upon  creation,  exclusively  by  State  Street.  To        the extent the foregoing does not apply and to the extent permitted by law, you        hereby assign  and  agree  to  assign,  for  no  additional  consideration,  all  of  your        rights, title and interest in any Work Product and any intellectual property rights        therein  to  State  Street.   You  hereby  waive  in  favor  of  State  Street  any  and  all        artist’s  or  moral rights  (including  without  limitation,  all  rights  of  integrity  and        attribution) you may have pursuant to any state, federal or foreign laws, rules or        regulations in respect of any Work Product and all similar rights thereto.  You will        not  pursue  any  ownership  or  other  interest  in  such  Work  Product,  including,        without limitation, any intellectual property rights.          (b)   You  will  disclose  promptly  and  in  writing  to  the  Company  or  your        Employer  all  Work  Product,  whether  or  not  patentable  or  copyrightable.   You        agree to reasonably cooperate with State Street:                (i)   to  transfer  to  State  Street  the Work  Product  and  any  intellectual        property rights therein;                (ii)  to obtain or perfect such rights;                (iii) to execute all papers, at State Street’s expense, that State Street        shall  deem  necessary  to  apply  for  and  obtain  domestic  and  foreign  patents,        copyright and other registrations; and                (iv)  to protect and enforce State Street’s interest in them.           (c)   These obligations shall continue beyond the period of your Employment        with  respect  to  inventions  or creations  conceived  or  made  by  you  during  the        period of your Employment.  3.    Confidentiality.                                                                            35                                       





 






         (a)   You acknowledge that you have access to Confidential Information which        is  not  generally  known  or  made  available  to  the  general  public  and  that  such        Confidential Information is the property of the Company, its Subsidiaries or its or        their  licensors,  suppliers  or  customers.   Subject  to  Paragraph 15,  below,  you        agree specifically as follows, in each case whether during your Employment or        following the termination thereof:                (i)   You  will  always  preserve  as  confidential  all  Confidential        Information, and will never use it for your own benefit or for the benefit of others;        this  includes  that  you  will  not  use  the  knowledge  of  activities  or  positions  in        clients’ securities portfolio accounts or cash accounts for your own personal gain        or for the gain of others.               (ii)  You  will  not  disclose,  divulge,  or  communicate  Confidential        Information to any unauthorized person, business or corporation during or after        the termination of your Employment with the Company and its Subsidiaries.  You        will  use  your  best  efforts  and  exercise  due  diligence  to  protect, to  not disclose        and to keep as confidential all Confidential Information.               (iii) You  will  not  initiate  or  facilitate  any  unauthorized  attempts  to        intercept data in transmission or attempt entry into data systems or files.  You will        not intentionally affect the integrity of any data or systems of the Company or any        of  its  Subsidiaries  through  the  introduction  of  unauthorized  code  or  data,  or        through  unauthorized  deletion  or  addition.   You  will  abide  by  all  applicable        Corporate Information Security procedures.               (iv)  Upon  the  earlier  of  request  or  termination  of  Employment,  you        agree to return to the Company or the relevant Subsidiaries, or if so directed by        the Company or the relevant Subsidiaries, destroy any and all copies of materials        in your possession containing Confidential Information.         (b)   The  terms  of  this  Countries  Addendum  do  not  apply  to  any  information        which is previously known to you without an obligation of confidence or without        breach  of  this  Countries  Addendum,  is  publicly  disclosed  (other  than  by  a        violation  by  you  of  the  terms  of  this  Countries  Addendum)  either  prior  to  or        subsequent  to  your  receipt  of  such  information,  or  is  rightfully  received  by you        from  a  third  party  without  obligation  of  confidence  and  other  than  in relation  to        your Employment with the Company or any of its Subsidiaries.   State Street recognizes that certain disclosures of confidential information to appropriate  government  authorities  or  other  designated  persons  are  protected  by  “whistleblower”  and  other  laws.   Nothing  in  this  Countries Addendum is  intended  to  or  should  be  understood  or  construed  to  prohibit  or  otherwise  discourage  such  disclosures.   State  Street will not tolerate any discipline or other retaliation against employees who properly  make such legally-protected disclosures.   4.    Non-Solicitation.          (a)   This Paragraph 4 shall apply to you at any time that you hold the title of        Vice President or higher.                                                                           36                                       





 






         (b)   You agree that, during your Employment and for a period of eighteen (18)        months from the date your Employment terminates for any reason you will not,        without the prior written consent of the Company or your Employer:                (i)   solicit,  directly  or  indirectly  (other  than  through  a  general        solicitation of employment not specifically directed to employees of the Company        or any of its Subsidiaries), the employment of, hire or employ, recruit, or in any        way  assist  another  in  soliciting  or  recruiting  the  employment  of,  or  otherwise        induce the termination of the employment of, any person who then or within the        preceding  twelve  (12)  months  was  an  officer  of  the  Company  or  any  of  its        Subsidiaries  (excluding  any  such  officer  whose  employment  was  involuntarily        terminated); or                (ii)  engage in the Solicitation of Business from any Client on behalf of        any person or entity other than the Company or any of its Subsidiaries.        (c)   “Officer” shall include any person holding a position title of Assistant Vice              President or  higher.   Notwithstanding  the  foregoing,  this Paragraph  4              shall be inapplicable following a Change in Control          5.    Notice and Non-Compete.  In consideration of your receipt of this Award, you  expressly  agree  to  comply  with  the  terms  and  conditions  below  without  regard  to  whether  or  not  any  amount  has  been  forfeited,  paid,  delivered  or  repaid,  under  this  Award at any time, including the time you separate from service with your Employer, the  Company and its Subsidiaries.  It is a condition of this Award that, if you fail to comply  with the terms and conditions below, then the Company may in its absolute discretion  determine that any or all of the amounts remaining to be paid under this Award should  be forfeited.    All terms used herein shall have the meaning given to them in the Plan or this Award,  except as otherwise expressly provided herein.     (a)  Notice Period Upon Resignation.                 (i)   In order to permit the Company and its Subsidiaries to safeguard        their  business  interests  and  goodwill  in  the  event  of  your  resignation  from        Employment for any reason, you agree to give your Employer advance notice of        your  resignation.   The  duration  of  the  advance  notice  you  provide  (the  “Notice        Period”) will be determined by your title at the time you deliver such notice, as        follows:               (A)  if you  are  a  member  of the  State  Street  Corporation Management              Committee, you will give 180 days’ advance notice;                (B)  if  you  are  an Executive  Vice  President (but  not  a  member  of  the              Management Committee), you will give ninety (90) days’ advance notice;                 (C) if you are a Senior Vice President or Senior Managing Director, you                will give sixty (60) days’ advance notice; and                                                                           37                                       





 






                              (D) If you are a Managing Director or Vice President, you will give thirty             (30) days’ advance notice.         For  the  avoidance  of  doubt,  the  Notice  Periods  set  out  above  shall  be  subject       always to any contractual obligation you have to give a longer period of notice of       termination  of  your Employment  (whether  such  obligation  is  contained  in  your       contract of Employment or any other agreement to which you are a party).              (ii)  During the Notice Period, you will cooperate with your Employer,       as  well  as  the  Company  and  its  Subsidiaries,  and  provide  them with  any       requested information to assist with transitioning your duties, accomplishing its or       their business, and/or preserving its or their client relationships.               (iii) In its sole discretion, during the Notice Period, your Employer or       the  Company  may  place  you  on  a  partial  or  complete  leave  of  absence  and       relieve you of some or all of your duties and responsibilities.  Except as provided       otherwise in Paragraph (iv) below, at all times during the Notice Period you shall       continue  to  be  an  employee  of  your  Employer,  shall  continue  to  receive  your       regular  salary  and  benefits  and  you  will  continue  to  comply  with  the  applicable       policies of your Employer, the Company, and its Subsidiaries.  However, you will       not be eligible for any incentive compensation awards made on or after the first       day of the Notice Period or to accrue any vacation save as required by statute.             (iv)  In  its  sole  discretion,  at  any  time  during  the  Notice  Period,  the       Company  or  your  Employer  may  release  you  from  your  obligations  under  this       Section 4 by giving immediate effect to your resignation and making a payment in       lieu  of  any  notice  due;  provided  that  such  action  shall  not  affect  your  other       obligations under this Countries Addendum.    (b)  Non-Competition.              (i)    This Paragraph  5(b) shall  apply  to  you  at all  times  during  your       Employment  and,  in  certain  circumstances,  will  continue  to  apply  following the       termination of your Employment.  You should review it carefully and may, if you       wish, consult with an attorney before accepting this Award.              (ii)    During  your Employment and  following  its  termination  for the       period of time specified in Paragraph 5(b)(iii) below (the entire period, including       both  during  Employment  and  after  Employment,  if  any,  the  “Non-Compete       Period”), you will not within the Restricted Territory, directly or indirectly, whether       as owner, director, partner, investor, consultant, agent, employee, co-venturer or       otherwise  and  whether  alone  or  in  conjunction  with  or  on  behalf  of  any  other       person:              (A) become  engaged,  employed,  concerned  or  interested  in  or  provide             technical,  commercial  or  professional  advice  to,  any  Person  which             supplies  or  provides  (or  intends  to  supply  or  provide)  Products  or             Services in competition with such parts of the business of the Employer or             any Relevant Group Company with which you were materially engaged or             involved or for which you were responsible during the Relevant Period;                                                                          38                                      





 






                         (B) compete  with  your  Employer  or  any  Relevant  Group  Company,  or        undertake any planning for any business competitive with the business of        your Employer or any Relevant Group Company; and/or         (C) engage  in  any  manner  in  any  activity  that  is  directly  or  indirectly        competitive or potentially competitive with the business of your Employer,        or  any  Relevant  Group  Company  as  conducted  or  under  consideration        during  the  Relevant  Period  and  further  agree  not  to  work  or  provide        services,  in  any  capacity,  whether  as  an  employee,  independent        contractor  or  otherwise,  whether  with  or  without  compensation,  to  any        Person  who  is  engaged  in  any business  that  is  competitive  with  the        business  of  your  Employer  or  any  Relevant  Group  Company,  as        conducted or in planning during the Relevant Period.                (iii)     The Non-Compete Period will continue after the termination of  your Employment for any reason under the following circumstances:                                                  Then the Non-      If at the time of termination:            Compete Period                                                 will continue for:             You were an Executive Vice President or       higher             You were a Vice President or higher and your       Employer was Charles River Development at any       time during the twelve (12) months immediately       preceding the termination of your Employment   6 months             You were a Client Executive (as so       designated by the Company or any Subsidiary) at       any time during the twelve (12) months       immediately preceding the termination of your       Employment.        If none of the above apply, but one of the                                                 Then the Non-      following was true at any time during the                                                 Compete Period       twelve (12) months immediately preceding the                                                 will continue for:       termination of your Employment:             You were a Managing Director, Senior       Managing Director or Senior Vice President                                                      6 months       working in one of the Specified Job Families       (defined below)            You were a Vice President working in one of                                                       3  months       the Specified Job Families                                                               39                                 





 






                           (iv)     The period of months referred to in Paragraph 5 (b)(iii) above        will  be  reduced  by  one  day  for  every  day  during  which,  at  the  Company’s        direction, you are on a complete leave of absence pursuant to Paragraph  5(a)(iii)        above.  6.    Definitions – Countries  Addendum.  For  the  purpose  of  this  Countries  Addendum, the following terms are defined as follows:           (a)   “Client” means a prospective, present or former customer or client of the        Company  or  any  of  its  Subsidiaries  with  whom  you  have  had,  or  with  whom        persons  you have  supervised  have  had,  substantive  and  recurring  personal        contact during your Employment with the Company or any of its Subsidiaries.  A        former customer or client means a customer or client for which the Company or        any of its Subsidiaries stopped providing all services within twelve (12) months        prior to the date your Employment with your Employer ends.           (b)   “Confidential  Information”  includes  but  is  not  limited  to  all  trade  secrets,        trade knowledge, systems, software, code, data documentation, files, formulas,        processes, programs, training aids, printed materials, methods, books, records,        client files, policies and procedures, client and prospect lists, employee data and        other  information  relating  to  the  operations  of  the  Company  or  any  of  its        Subsidiaries and  to  its  or  any  of  their  customers,  and  any  and  all  discoveries,        inventions or improvements thereof made or conceived by you or others for the        Company or any of its Subsidiaries whether or not patented or copyrighted, as        well as cash and securities account transactions and position records of clients,        regardless of whether such information is stamped “confidential.”          (c)   “Person”  means  an  individual,  a  corporation,  a  limited  liability  company,        an  association,  a  partnership,  an  estate,  a  trust  and  any  other  entity  or        organization  (whether  conducted  on  its  own  or  as  part  of  a  wider  entity),  other        than your Employer, the Company or any of its Subsidiaries.          (d)   “Products  or  Services”  means  any  products  or  services  which  are  the        same as, of the same kind as, of a materially similar kind to, or competitive with,        any  products  or  services  supplied  or  provided  by  your  Employer  or  Relevant        Group  Company  and  with  which  you  were  materially  concerned  or  connected        within the Relevant Period.         (e)   “Relevant Group Company” means the Company and/or any Subsidiaries        for  which  you  have  performed  services  or  in  respect  of  which  you  have  had        operational or managerial responsibility at any time during the Relevant Period.         (f)   “Relevant Period” means the period of 24 months immediately before the        date of termination of your Employment, or (where such provision is applied) the        date of commencement of any period of complete leave of absence pursuant to        Paragraph 5(a)(iii).         (g)   “Restricted Territory” means any area or territory:               (i)   in which you worked during the Relevant Period; and/or                                                                          40                                       





 






               (ii)  in  relation  to  which  you  were  responsible  for,  or  materially                    involved  in,  the  supply  of  Products  or  Services  in  the  Relevant                    Period.         (h)    “Solicitation  of  Business”  means  the  attempt  through  direct  or  indirect        contact by you or by any other Person with your assistance to induce a Client to:                 (i)   transfer  the  Client’s  business  from  the  Company  or  any  of  its              Subsidiaries to any other person or entity;                (ii)  cease or curtail the Client’s business with the Company or any of              its Subsidiaries; or                (iii) divert  a  business  opportunity  from  the  Company  or  any  of  its              Subsidiaries to any other person or entity.           (i)   “Specified  Job  Families”  are  those job families  which  State  Street  has        identified  as  having  access  to  confidential  and  proprietary  information,  trade        secrets, or good will that require protection following termination of Employment        for any reason. Specified Job Families are listed in Appendix C.  You  can find        your Job  Family  in  the  State  Street  human  resources information system  (in        MyWorkday, navigate to View Profile by clicking the cloud icon in the upper right        corner of your screen, click View Profile, and then select the Job tab).         (j)   “Subsidiaries”  means  any  entity  controlling,  controlled  by  or  under        common  control  with  the  Company,  including  direct  and  indirect  subsidiaries        existing as of the date of this Agreement or at any time in the future.  7.    Post-Employment  Cooperation.  You  agree  that,  following  the  termination  of  your Employment with the Company and its Subsidiaries, you will reasonably cooperate  with the Company or the relevant Subsidiary with respect to any matters arising during  or  related  to  your  Employment,  including  but  not  limited  to  reasonable  cooperation  in  connection  with  any  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding  (even  if  such  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding arises following the date of this Award to which this Countries Addendum is  appended or following the termination of your Employment).  The Company or any of its  Subsidiaries  shall  reimburse  you  for  any  reasonable  out-of-pocket  and  properly  documented expenses you incur in connection with such cooperation.    8.    Enforcement.  You acknowledge and agree that the promises contained in this  Countries Addendum are necessary to the protection of the legitimate business interests  of your Employer, the Company and its Subsidiaries, including without limitation its and  their Confidential Information, trade secrets and goodwill, and are material and integral  to the undertakings of the Company under this Award to which this Countries Addendum  is appended.  You further agree that one or more of your Employer, the Company and its  Subsidiaries will be irreparably harmed in the event you do not perform such promises in  accordance  with  their  specific  terms  or  otherwise  breach  the  promises  made  herein.   Accordingly,  your  Employer,  the  Company  and  any  of  its  Subsidiaries  shall  each  be  entitled to preliminary or permanent injunctive or other equitable relief or remedy without  the need to post bond, and to recover its or their reasonable attorney’s fees and costs                                                                           41                                       





 






   incurred  in  securing  such  relief,  in  addition to,  and  not  in  lieu  of,  any  other  relief  or  remedy at law to which it or they may be entitled, including the immediate forfeiture of  any  as-yet  unvested  portion  of  this  Award.   You  further  agree  that,  the  periods  of  restriction contained in this Countries Addendum shall be tolled, and shall not run, during  any period in which you are in violation of the terms of this Countries Addendum, so that  your  Employer,  the  Company  and  its  Subsidiaries  shall  have  the  full  protection  of  the  periods agreed to herein.          9.    No Waiver.  No delay by your Employer, the Company or any of its Subsidiaries  in exercising any right under this Countries Addendum 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 your Employer, the Company or any of its Subsidiaries 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.    10.   Relationship  to  Other  Agreements.  This  Addendum  supplements  and  does  not limit, amend or replace any other obligations you may have under applicable law or  any other agreement or understanding you may have with your Employer, the Company  or any of its Subsidiaries or pursuant to the applicable policies of any of them, whether  such  additional  obligations  have  been  agreed  to  in  the  past,  or  are  agreed  to  in  the  future.     11.   Interpretation  of  Business  Protections.  The  agreements  made  by  you  in  Paragraphs 3, 4 and 5 above 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  of  the  provisions  to  this  Countries Addendum is  severable  and  independently enforceable without reference to the enforcement of any other provision.   If any restriction set forth in this Countries Addendum is found by any court of competent  jurisdiction to be unenforceable because it extends for too long a period of time or over  too great a range of activities or in too broad a geographic area, it shall be interpreted to  extend only over the maximum period of time, range of activities or geographic area as  to which it may be enforceable.     12.   Assignment.  Except  as  provided  otherwise  herein,  this Countries  Addendum  shall  be  binding  upon  and  inure  to  the  benefit  of  both  parties  and  their  respective  successors and assigns, including any person or entity which acquires the Company or  its assets or business; provided, however, that your obligations are personal and may  not be assigned by you.      13.   Electronic  Acceptance.  By  accepting  this  Award  electronically,  you  will  be  deemed  to  have  acknowledged  and  agreed  that  you  are  bound  by  the  terms  of  this  Countries Addendum,  and  it  shall  be  deemed  to  have  been accepted  by   and  the  Company shall be deemed equivalent to the Award having been signed by both parties.     14.   Notification  Requirement.  Until  forty-five  (45)  days  after  the  period  of  restriction under Paragraph 5(b) expires, you shall give notice to the Company of each  new  business  activity  you  plan  to  undertake,  at  least  five  (5)  business  days  prior  to  beginning any such activity.  Such notice shall state the name and address of the Person  for whom such activity is undertaken and the nature of your business relationship(s) and  position(s) with such Person.  You shall provide the Company with such other pertinent  information concerning such business activity as the Company may reasonably request                                                                          42                                       





 






   in  order  to  determine  your  continued  compliance  with  your  obligations  under  this  Countries Addendum.     15.   Certain Limitations             (a) Nothing  in  this  Countries Addendum prohibits  you  from  reporting  possible        violations of  any  applicable law or  regulation  to  any  governmental  agency  or        regulatory authority or from making other disclosures that are protected under the        whistleblower provisions of any applicable law or regulation.  Moreover, nothing        in  this  Countries Addendum requires  you  to  notify  the  Company  that  you  have        made  any  such  report  or  disclosure.   However,  in  connection  with  any  such        activity, you acknowledge you must take reasonable precautions to ensure that        any  Confidential  Information  that  is  disclosed  to  such  authority  is  not  made        generally  available  to  the  public,  including  by  informing  such  authority  of  the        confidentiality of the same.     (b) Despite the foregoing, you also acknowledge that you are not permitted to        disclose to any third-party, including any governmental or regulatory authority,        any information learned in the course of your Employment that is protected from        disclosure by any applicable privilege, including but not limited to the attorney-       client privilege, attorney work product doctrine, the bank examiner’s privilege,        and/or privileges applicable to information covered by the Banking Order, 2006        and any applicable law or regulation, including information that would reveal the        existence or contemplated filing of a suspicious activity report.  Your Employer,        the Company and its Subsidiaries do not waive any applicable privileges or the        right to continue to protect its and their privileged attorney-client information,        attorney work product, and other privileged information.                                                                       G.   CANADA  ______________________________________________________________________          1.    Settlement in Shares of Common Stock.  Notwithstanding anything to  the contrary in the Agreement, this Countries Addendum or the Plan, your Award shall  be settled only in shares of Common Stock (and may not be settled in cash).          2.    Use of English Language.  The following provision will apply if you are a  resident of Quebec:          You acknowledge and agree that it is your express wish that the Agreement, as        well  as  all  documents,  notices  and  legal  proceedings  entered  into,  given  or        instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in        English.          In French:          Vous  reconnaissez  et  consentez  que  c’est  votre  souhait exprès  qui  cet        accord,  de  même  que  tous  documents,  toutes  notifications  et  tous        procédés  légaux  est  entré  dans,  donné  ou  instituté  conformément  ci-       annexé  ou  relatant  directement  ou  indirectement  ci-annexé,  est  formulé        dans l’anglais.                                                                          43                                       





 






                 Une version française de cet Accord peut être consultée sur l’intranet.                               H.  CAYMAN ISLANDS                                                 ______________________________________________________________________    No country-specific provisions.                                                                                                                                                   I.  CHINA  ______________________________________________________________________          1.    Award Conditioned on Satisfaction of Regulatory Obligations.  If you  are a national of the Peoples’ Republic of China (“PRC”), this Award is conditioned upon  the  Company  securing  all  necessary  approvals  from  the  PRC  State  Administration  of  Foreign Exchange (“SAFE”) to permit the operation of the Plan and the participation of  PRC  nationals  employed  by  the  Company  or  a  Subsidiary,  as  determined  by  the  Company in its sole discretion.         2.    Common Stock Must Remain With Equity Administrator.  You agree  to  hold  the  shares  of Common  Stock received  upon  settlement  of this Award  with  the  Equity Administrator until the shares are sold.         3.    Exchange Control Restrictions.  You understand and agree that, if you  are  subject  to  exchange  control  laws  in China,  you  will  be  required  immediately  to  repatriate to China the proceeds from the sale of any shares of Common Stock acquired  under  the  Plan.   You  further  understand  that  such  repatriation  of  proceeds  shall  be  effected through a special bank account established by the Company, and you hereby  consent  and  agree  that  proceeds  from  the  sale  of  shares  of Common  Stock acquired  under the Plan may be transferred to such account by the Company on your behalf prior  to being delivered to you and that no interest shall be paid with respect to funds held in  such account.  The proceeds may be paid to you in U.S. dollars or local currency at the  Company’s discretion.  If the proceeds are paid to you in U.S. dollars, you understand  that a U.S. dollar bank account in China must be established and maintained so that the  proceeds may be deposited into such account.  If the proceeds are paid to you in local  currency,  you  acknowledge  that  the  Company  is  under  no  obligation  to  secure  any  particular  exchange  conversion  rate  and that  the  Company  may  face  delays  in  converting  the  proceeds  to  local  currency  due  to  exchange  control  restrictions.   You  agree  to  bear  any  currency  fluctuation  risk  between  the  time  the  shares  of Common  Stock are sold and the net proceeds are converted into local currency and distributed to  you.  You further agree to comply with any other requirements that may be imposed by  the  Company  in  the  future  in  order  to  facilitate  compliance  with  exchange  control  requirements in China.         4.    Sale of Shares upon Termination of Employment.  If you are a PRC  national  and  you  cease  to  be  employed  by  the  Company  and  its  Subsidiaries  for  any                                                                          44                                       





 






   reason, you will be required to sell all shares of Common Stock acquired upon vesting of  this Award within such time frame as may be required by the SAFE or the Company (in  which case, by accepting this Award, you hereby expressly authorize the Company to  issue sales instructions on your behalf).  You agree to sign any additional agreements,  forms  and/or  consents  that  reasonably  may  be  requested  by  the  Company  (or  the  Company’s designated brokerage firm) to effectuate the sale of the shares of Common  Stock (including,  without  limitation,  as  to  the  transfer  of  the  sale  proceeds  and  other  exchange control matters noted above) and shall otherwise cooperate with the Company  with  respect  to  such  matters.   You  acknowledge  that  neither  the  Company  nor  the  designated brokerage firm is under any obligation to arrange for such sale of shares of  Common Stock at any particular price (it being understood that the sale will occur in the  market) and that broker’s fees and similar expenses may be incurred in any such sale.   In any event, when the shares of Common Stock are sold, the sale proceeds, less any  withholding of  Tax-Related  Items,  any  broker’s  fees or  commissions,  and  any  similar  expenses  of  the  sale  will  be  remitted  to  you  in  accordance  with  applicable  exchange  control laws and regulations.         5.    Administration.  The Company shall not be liable for any costs, fees, lost  interest  or  dividends  or  other losses  you  may  incur  or  suffer  resulting  from  the  enforcement of the terms of this Countries Addendum or otherwise from the Company’s  operation  and  enforcement  of  the  Plan, the  Agreement and this Award  in  accordance  with  Chinese  law  including,  without  limitation,  any  applicable  SAFE  rules,  regulations  and requirements.                                                                        J.  DENMARK  _____________________________________________________________________          Danish Stock Option Act. In accepting the Award, you acknowledge  and  agree  that  the  Award  may  be  subject  to additional  terms  and  conditions,  to  the  extent the Danish Stock Option Act applies to the Award.                                                                       K.  FRANCE  ______________________________________________________________________            French Language Version.  You may obtain a copy the Agreement in French on  the Fidelity Website.            In  French:  Une  version  française  de  cet  Accord  peut  être  consultée  sur  l’intranet.                                     L.   GERMANY                                                 ______________________________________________________________________                                                                             45                                       





 






   Subsection (a)(ii) of Section 4 General Circumstances of Forfeiture shall not apply to an  Award subject to this Agreement.                                                                                                                                                   M.   HONG KONG  ______________________________________________________________________          1.    IMPORTANT NOTICE.  WARNING: The contents of the Agreement, this  Countries Addendum, the Plan, and all other materials pertaining to this Award and/or  the  Plan  have  not  been  reviewed  by  any  regulatory  authority  in  Hong  Kong.   You  are  hereby advised to exercise caution in relation to the offer thereunder.  If you have any  doubts  about  any  of  the  contents  of  the  aforesaid  materials,  you  should  obtain  independent professional advice.          2.    Nature of the Plan.  The Company specifically intends that the Plan will  not be treated as an occupational retirement scheme for purposes of the Occupational  Retirement  Schemes  Ordinance  (“ORSO”).   To  the  extent  any  court,  tribunal  or  legal/regulatory body in Hong Kong determines that the Plan constitutes an occupational  retirement scheme for the purposes of ORSO, the grant of the Deferred Shares shall be  null and void.                3.    Settlement in Shares of Common Stock.  Notwithstanding Section 2(b)  of the Agreement, this Award shall be paid in shares of Common Stock only and does  not provide any right for you to receive a cash payment.                4.    Award  Benefits  Are  Not  Wages.   This  Award  and  the  shares  of  Common Stock underlying this Award do not form part of your wages for purposes of  calculating any statutory or contractual payments under Hong Kong Law.                5.    Non-Solicitation.          (a)   This Paragraph 5 shall apply to you at any time that you hold the title of  Vice President or higher.         (b)   You  agree  that,  during  your Employment and  for  a  period  of nine  (9)  months from the date your Employment terminates for any reason you will not, without  the prior written consent of the Company or your Employer:                (i)   solicit,  directly  or  indirectly  (other  than  through  a  general        solicitation  of  employment  not  specifically  directed  to  employees  of  the        Company or any of its Subsidiaries), the employment of, hire or employ, recruit,        or  in  any  way  assist  another  in  soliciting  or  recruiting  the  employment  of,  or        otherwise induce the termination of the employment of, any person who then or        within the preceding twelve (12) months was an officer of the Company or any of        its Subsidiaries (excluding any such officer whose employment was involuntarily        terminated); or                (ii)  engage in the Solicitation of Business from any Client on behalf of        any person or entity other than the Company or any of its Subsidiaries.                                                                           46                                       





 






         (c)   “Confidential  Information”  includes but  is  not  limited  to  all  trade  secrets,  trade  knowledge,  systems,  software,  code,  data  documentation,  files,  formulas,  processes,  programs,  training  aids,  printed  materials,  methods,  books,  records,  client  files,  policies  and  procedures,  client  and  prospect  lists,  employee  data  and  other  information relating to the operations of the Company or any of its Subsidiaries and to its  or  any  of  their  customers,  and  any  and  all  discoveries,  inventions  or  improvements  thereof made or conceived by you or others for the Company or any of its Subsidiaries  whether  or  not  patented  or  copyrighted,  as  well  as  cash  and  securities  account  transactions  and  position  records  of  clients,  regardless  of  whether  such  information  is  stamped “confidential.”          (d)   “Solicitation  of  Business”  means  the  attempt  through  direct  or  indirect  contact by you or by any other Person with your assistance to induce a Client to:                 (i)   transfer  the  Client’s  business  from  the  Company  or  any  of  its        Subsidiaries to any other person or entity;                (ii)  cease or curtail the Client’s business with the Company or any of        its Subsidiaries; or                (iii) divert  a  business  opportunity  from  the  Company  or  any  of  its        Subsidiaries to any other person or entity.           (e)   “Officer” shall include any person holding a position title of Assistant Vice              President  or  higher.   Notwithstanding  the  foregoing,  this  Paragraph  5              shall be inapplicable following a Change in Control                6.    Notice  and  Non-Compete.   In  consideration  of  your  receipt  of  this  Award,  you  expressly  agree  to  comply  with  the  terms  and  conditions  below  without  regard to whether or not any amount has been forfeited, paid, delivered or repaid, under  this Award at any time, including the time you separate from service with your Employer,  the  Company  and  its  Subsidiaries.   It  is  a  condition  of  this  Award  that,  if  you  fail  to  comply  with  the  terms  and  conditions  below,  then  the  Company  may  in  its  absolute  discretion  determine  that  any  or  all  of  the  amounts  remaining  to  be  paid  under  this  Award should be forfeited.  All terms used herein shall have the meaning given to them in the Plan or this Award,  except as otherwise expressly provided herein.        (a)   Notice Period Upon Resignation.                 (i)  In order to permit your Employer, the Company and its Subsidiaries to        safeguard their business interests and goodwill in the event of your resignation        from Employment for  any  reason,  you  agree  to  give  your  Employer  advance        notice of your resignation.  The duration of the advance notice you provide (the        “Notice  Period”)  will  be  determined  by  your  title  at  the  time  you  deliver  such        notice, as follows:               (1)   If you are a member of the State Street Corporation Management              Committee, you will give 180 days’ advance notice;                                                                            47                                       





 






                              (2)   If you are an Executive Vice President (but not a member of the             Management Committee), you will give 90 days’ advance notice;                (3) If  you  are  a  Senior  Vice  President  or  Senior  Managing  Director,             you will give sixty (60) days’ advance notice; and              (4)   If  you  are  a  Managing  Director  or  Vice  President,  you  will  give             thirty (30) days’ advance notice.         For  the  avoidance  of  doubt,  the  Notice  Periods  set  out  above  shall  be  subject       always to any contractual obligation you have to give a longer period of notice of       termination  of  your Employment (whether  such  obligation  is  contained  in  your       contract of Employment or any other agreement to which you are a party).              (ii)  During the Notice Period, you will cooperate with your Employer,       as  well  as  the  Company  and  its  Subsidiaries,  and  provide  them  with  any       requested information to assist with transitioning your duties, accomplishing its or       their  business,  and/or  preserving  its  or  their  client  relationships.  In  its  sole       discretion, during the Notice Period, your Employer or the Company may place       you on a partial or complete leave of absence and relieve you of some or all of       your duties and responsibilities.  Except as provided otherwise in (iii) below, at all       times  during  the  Notice  Period  you  shall  continue  to  be  an  employee  of  your       Employer, shall continue to receive your regular salary and benefits and you will       continue to comply with the applicable policies of your Employer, the Company,       and  its  Subsidiaries.  However,  you  will  not  be  eligible  for  any  incentive       compensation  awards  made  on  or  after the first day  of the  Notice  Period  or to       accrue any vacation save as required by statute.                (iii) In  its  sole  discretion,  at  any  time  during  the  Notice  Period,  the       Company  or  your  Employer  may  release  you  from  your  obligations  under  this       Section 5 by giving immediate effect to your resignation and making a payment in       lieu of  any  notice  due;  provided  that  such  action  shall  not  affect  your  other       obligation under this Countries Addendum.    (b)  Non-Competition.              (i)   This  Paragraph  (b)  shall  apply  to  you  at all  times  during  your       Employment  and,  in  certain  circumstances,  will  continue  to  apply  following       termination of your employment.  You should review it carefully and may, if you       wish, consult with an attorney before accepting this Award.              (ii)  During  your Employment and  following  its  termination  for the       period of time specified in Paragraph 6(b)(iii) below (the entire period, including       both  during  Employment  and  after  Employment,  if any, the  “Non-Compete       Period”), you will not within the Restricted Territory, directly or indirectly, whether       as owner, director, partner, investor, consultant, agent, employee, co-venturer or       otherwise  and  whether  alone  or  in  conjunction  with  or  on  behalf  of  any  other       person:              (1)   become  engaged,  employed,  concerned  or  interested  in  or             provide  technical,  commercial  or  professional  advice  to,  any  Person             which supplies or provides (or intends to supply or provide) Products or                                                                        48                                      





 






                         Services in competition with such parts of the business of the Employer or        any Relevant Group Company with which you were materially engaged or        involved or for which you were responsible during the Relevant Period;         (2)   compete with your Employer or any Relevant Group Company, or        undertake any planning for any business competitive with the business of        your Employer or any Relevant Group Company; or         (3)   engage in any manner in any activity that is directly or indirectly        competitive or potentially competitive with the business of your Employer,        or  any  Relevant  Group  Company  as  conducted  or  under  consideration        during  the  Relevant  Period  and  further  agree  not  to work  or  provide        services,  in  any  capacity,  whether  as  an  employee,  independent        contractor  or  otherwise,  whether  with  or  without  compensation,  to  any        Person  who  is  engaged  in  any  business  that  is  competitive  with  the        business  of  your  Employer  or  any  Relevant  Group  Company,  as        conducted or in planning during the Relevant Period.          (iii) The  Non-Compete  Period  will  continue  after  the  termination  of  your Employment for any reason under the following circumstances:                                                  Then the Non-      If at the time of termination:            Compete Period                                                 will continue for:             You were an Executive Vice President or       higher             You were a Vice President or higher and your       Employer was Charles River Development at any       time during the twelve (12) months immediately       preceding the termination of your Employment   6 months             You were a Client Executive (as so       designated by the Company or any Subsidiary) at       any time during the twelve (12) months       immediately preceding the termination of your       Employment.        If none of the above apply, but one of the                                                 Then the Non-      following was true at any time during the                                                 Compete Period       twelve (12) months immediately preceding the                                                 will continue for:       termination of your Employment:             You were a Managing Director, Senior                                                      6 months       Managing Director or Senior Vice President       working in one of the Specified Job Families                                                               49                                 





 






                             (defined below)                 You were a Vice President working in one of                                                           3 months            the Specified Job Families                      (iv)  The period referred to in Paragraph (b)(iii) above will be reduced       by one day for every day during which, at the Employer’s direction, you are on a       complete leave of absence pursuant to Paragraph (a)(ii)  above.              (v)   Nothing in this Paragraph 6 shall prevent your passive ownership       of  two  percent  (2%)  or  less  of  the  equity  securities  of  any  publicly  traded       company.       (c)   Definitions.  For the purpose of this Countries Addendum, the following  terms are defined as follows:                (i)   “Client”  means  a  present  or  former  customer  or  client  of  your       Employer, the Company or any of its Subsidiaries with whom you have had, or       with  whom  persons  you  have  supervised  have  had,  substantive  and  recurring       personal contact during the Relevant Period.  A former customer or client means       a  customer  or  client  for  which  your  Employer,  the  Company  or  any  of  its       Subsidiaries stopped providing all services within twelve months prior to the date       your Employment with your Employer ends.                (ii)  “Products or Services” means any products or services which are       the same as, of the same kind as, of a materially similar kind to, or competitive       with, any products or services supplied or provided by your Employer or Relevant       Group  Company  and  with  which  you  were  materially  concerned  or  connected       within the Relevant Period.              (iii) “Person”  means  an  individual,  a  corporation,  a  limited  liability       company, an association, a partnership, an estate, a trust and any other entity or       organization  (whether  conducted  on  its  own  or  as  part  of  a  wider  entity),  other       than your Employer, the Company or any of its Subsidiaries.              (iv)  “Relevant  Group  Company”  means  the  Company  and/or  any       Subsidiaries for which you have performed services or in respect of which you       have had operational or managerial responsibility at any time during the Relevant       Period.              (v)    “Relevant  Period”  means  the  period  of  24  months  immediately       before the date of termination of your Employment, or (where such provision is       applied) the date of commencement of any period of complete leave of absence       pursuant to Paragraph 4(a)(ii).              (vi)  “Restricted Territory” means any area or territory:                    (1)   in which you worked during the Relevant Period; and/or                                                                         50                                      





 






                     (2)   in relation to which you were responsible for, or materially                    involved  in,  the  supply  of  Products  or  Services  in  the  Relevant                    Period.               (vii) “Specified Job Families” are those job families which State Street        has identified as having access to confidential and proprietary information, trade        secrets, or good will that require protection following termination of Employment        for any reason. Specified Job Families are listed in Appendix C.  You  can find        your Job  Family  in  the  State  Street  human  resources information system  (in        MyWorkday, navigate to View Profile by clicking the cloud icon in the upper right        corner of your screen, click View Profile, and then select the Job tab).               (viii) “Subsidiaries” means any entity controlling, controlled by or under        common  control  with  the  Company,  including  direct  and  indirect  subsidiaries        existing as of the date of this Agreement or at any time in the future.           7. Post-Employment  Cooperation.   You  agree  that,  following  the  termination of your Employment with your Employer, you will reasonably cooperate with  your  Employer,  the  Company  or  the  relevant  Subsidiary  with  respect  to  any  matters  arising  during  or  related  to  your  Employment,  including  but  not  limited  to  reasonable  cooperation in connection with any litigation, governmental investigation, or regulatory or  other  proceeding  (even  if  such  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding  arises  following  the  date  of  this  Award  to  which  this  Countries  Addendum  is  appended  or  following  the  termination  of  your  Employment).   Your  Employer,  the  Company  or  any  of  its  Subsidiaries  shall  reimburse  you  for  any  reasonable  out-of-pocket  and  properly  documented  expenses  you  incur  in  connection  with such cooperation.           8. Enforcement.  You acknowledge and agree that the promises contained  in this Countries Addendum are necessary to the protection of the legitimate business  interests of your Employer, the Company and its Subsidiaries, including without limitation  its and their confidential information, trade secrets and good will, and are material and  integral  to the  undertakings  of the  Company  under  this  Award  to  which this  Countries  Addendum is  appended.   You  further  agree  that  one  or  more  of  your  Employer,  the  Company and its Subsidiaries will be irreparably harmed in the event you do not perform  such provisions in accordance with their specific terms or otherwise breach the promises  made  herein.   Accordingly,  your  Employer,  the  Company  and  any  of  its  Subsidiaries  shall each be entitled to preliminary or permanent injunctive or other equitable relief or  remedy without the need to post bond, and to recover its or their reasonable attorney’s  fees and costs incurred in securing such relief, in addition to, and not in lieu of, any other  relief  or  remedy  at  law  to  which  it  or  they  may  be  entitled,  including  the  immediate  forfeiture  of  any  as-yet  unvested  portion  of  this Award.  You  further  agree  that,  the  periods of restriction contained in this Countries Addendum shall be tolled, and shall not  run,  during  any  period  in  which  you  are  in  violation  of  the  terms  of this  Countries  Addendum, so that your Employer, the Company and its Subsidiaries shall have the full  protection of the periods agreed to herein.          9.  No  Waiver.   No  delay  by  your  Employer, the  Company  or  any  of  its  Subsidiaries in exercising any right under this Countries Addendum 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  your  Employer,  the  Company  or any  of  its  Subsidiaries  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                                                                          51                                       





 






   other occasion.          10. Relationship to Other Agreements.  This Addendum supplements and  does not limit, amend or replace any other obligations you may have under applicable  law  or  any  other  agreement  or  understanding  you  may  have  with  your  Employer,  the  Company or any of its Subsidiaries or pursuant to the applicable policies of any of them,  whether such additional obligations have been agreed to in the past, or are agreed to in  the future.          11. Interpretation of Business Protections.  The agreements made by you  in Paragraphs 5 and 6 above 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  of  the  provisions  to  this  Countries  Addendum  is  severable  and  independently enforceable without reference to the enforcement of any other provision.   If any restriction set forth in this Countries Addendum is found by any court of competent  jurisdiction to be unenforceable because it extends for too long a period of time or over  too great a range of activities or in too broad a geographic area, it shall be interpreted to  extend only over the maximum period of time, range of activities or geographic area as  to which it may be enforceable.          12. Assignment.  Except  as  provided  otherwise  herein, this  Countries  Addendum shall  be  binding  upon  and  inure  to  the  benefit  of  both  parties  and  their  respective  successors  and  assigns,  including  any  person  or  entity  which  acquires  the  Company  or  its  assets  or  business;  provided,  however,  that  your  obligations  are  personal and may not be assigned by you.          13. Electronic Acceptance.  By accepting this Award electronically, you will  be deemed to have acknowledged and agreed that you are bound by the terms of this  Countries Addendum, and it shall be deemed to have been accepted by your Employer  and the Company.          14. Notification  Requirement.  Until  45  days  after  the  period  of  restriction  under  Paragraph 6(b)  expires,  you  shall  give  notice  to  your  Employer  of  each  new  business activity you plan to undertake, at least 5 business days prior to beginning any  such  activity.  Such  notice  shall  state  the  name  and  address  of  the  Person  for  whom  such  activity  is  undertaken  and  the  nature  of  your  business  relationship(s)  and  position(s) with such Person.  You shall provide your Employer with such other pertinent  information  concerning  such  business  activity  as  your  Employer  or  the  Company  may  reasonably  request  in  order  to  determine  your  continued  compliance  with  your  obligations under this Countries Addendum.          15. Certain Limitations        (a)   Nothing  this  Countries  Addendum  prohibits  you  from  reporting  possible  violations of federal law or regulation to any governmental agency or regulatory authority  or from making other disclosures that are protected under the whistleblower provisions  of federal law or regulation.  Moreover, nothing in this Countries Addendum requires you  to  notify  your  Employer  or  the  Company  that  you  have  made  any  such  report  or  disclosure.  However, in connection with any such activity, you acknowledge you must  take reasonable precautions to ensure that any confidential information that is disclosed  to  such  authority  is  not  made  generally  available  to  the  public,  including  by  informing  such authority of the confidentiality of the same.        (b)     Despite the foregoing, you also acknowledge that you are not permitted  to  disclose  to  any third-party,  including  any  governmental  or  regulatory  authority,  any  information learned in the course of your Employment that is protected from disclosure  by  any  applicable  privilege,  including  but  not  limited  to  the  attorney-client  privilege,  attorney  work  product  doctrine,  the  bank  examiner’s  privilege,  and/or  privileges  applicable to information covered by the Bank Secrecy Act (31 U.S.C. §§ 5311-5330),                                                                          52                                       





 






   including  information  that  would  reveal  the  existence  or  contemplated  filing  of  a  suspicious  activity report.   Your  Employer,  the  Company  and  its  Subsidiaries  do  not  waive any applicable privileges or the right to continue to protect its and their privileged  attorney-client information, attorney work product, and other privileged information.                                      N.   INDIA    ____________________________________________________________________    1.    Repatriation.  You expressly agree to repatriate all sale proceeds and dividends  attributable  to  shares  of  Common  Stock  acquired  under  the  Plan  in accordance  with  local foreign exchange control rules and regulations. Neither the Company nor any of its  Subsidiaries  shall  be  liable  for  any  fines  and  penalties  resulting from  your  failure  to  comply with applicable laws, rules or regulations.  2.    Covenants.   In consideration of your receipt of this Award, you expressly agree  to  comply  with  the  terms  and  conditions  below  without  regard  to  whether  or  not  any  amount  has  been  forfeited,  paid,  delivered  or  repaid,  under  this  Award  at  any  time,  including  the  time  you  separate  from  service  with  the  Company  and  its  Subsidiaries.   Failure to comply with the terms and conditions of this Countries Addendum may result  in the sole determination of the Company in the forfeiture of any or all of the amounts  remaining to be paid under this Award.  In addition, your eligibility to participate in the Plan in the future, including any potential  future  grants  of  awards  under  the  Plan  (or  any  successor  incentive  plan  of  the  Company),  is  subject  to  and  conditioned  on  your  compliance  with  the  terms  and  conditions of this Countries Addendum.   This  Countries Addendum contains  a  covenant  not  to  compete  in  Paragraph  5  which  shall  apply  to  you  under  the  circumstances  described  in  Paragraph  5.   You  should  review it carefully. You may consult with an attorney before accepting the Award. You  may consider whether you wish to accept the Award for up to 30 days from the date it  was  first  made  available  to  you  on  the  Website.   By  accepting  the  Award,  you  acknowledge and agree that it is fair and adequate consideration for the covenant not to  compete and other promises you make in this Countries Addendum.   All terms used herein shall have the meaning given to them in the Plan or this Award,  except as otherwise expressly provided herein.   3. Confidentiality.           (a)   You acknowledge that you have access to Confidential Information which  is not generally known or made available to the general public and that such Confidential  Information  is  the  property  of  the  Company,  its  Subsidiaries  or  its  or  their  licensors,  suppliers  or  customers.  Subject  to  Paragraph  18  below,  you agree  specifically  as  follows,  in  each  case  whether  during  your  Employment  or  following  the  termination  thereof:                (i)   You  will  always  preserve  as  confidential  all  Confidential        Information, and will never use it for your own benefit or for the benefit of others;        this  includes  that  you  will  not  use  the  knowledge  of  activities  or  positions  in        clients’ securities portfolio accounts or cash accounts for your own personal gain        or for the gain of others.                                                                          53                                       





 






               (ii)  You  will  not  disclose,  divulge,  or  communicate  Confidential        Information to any unauthorized person, business or corporation during or after        the termination of your Employment with the Company and its Subsidiaries.  You        will  use  your  best  efforts  and  exercise  due  diligence  to  protect, to  not disclose        and  to  keep  as  confidential  all  Confidential  Information regardless  of  whether        such Confidential Information is or was acquired by you before commencement        of your employment with the Company, in the course of employment hereunder        or otherwise.               (iii) You  will  not  initiate  or  facilitate  any  unauthorized  attempts  to        intercept data in transmission or attempt entry into data systems or files.  You will        not intentionally affect the integrity of any data or systems of the Company or any        of  its  Subsidiaries  through  the  introduction  of  unauthorized  code  or  data, or        through  unauthorized  deletion  or  addition.   You  will  abide  by  all  applicable        Corporate Information Security procedures.               (iv)  Upon  the  earlier  of  request  or  termination  of  Employment,  you        agree to return to the Company or the relevant Subsidiaries, or if so directed by        the Company or the relevant Subsidiaries, destroy any and all copies of materials        in your possession containing Confidential Information.         (b)   The  terms  of  this  Countries Addendum do  not  apply  to  any  information  which is previously known to you without an obligation of confidence or without breach of  this Countries Addendum, is publicly disclosed (other than by a violation by you of the  terms of this Countries Addendum) either prior to or subsequent to your receipt of such  information,  or  is  rightfully  received  by  you  from  a  third  party  without  obligation  of  confidence and other than in relation to your Employment with the Company or any of its  Subsidiaries.         (c)   State Street recognizes that certain disclosures of confidential information  to  appropriate  government  authorities  or  other  designated  persons  are  protected  by  “whistleblower” and other laws.  Nothing in this Countries Addendum is intended to or  should be understood or construed to prohibit or otherwise discourage such disclosures.   State  Street  will  not  tolerate  any  discipline  or  other  retaliation  against  employees  who  properly make such legally-protected disclosures.  4.     Assignment and Disclosure.          (a)   You acknowledge that, by reason of being employed by your Employer, to  the extent permitted by law, all works, deliverables, products, methodologies and other  work product conceived, created and/or reduced to practice by you, individually or jointly  with others, during the period of your Employment by your Employer and relating to the  Company or any of its Subsidiaries or demonstrably anticipated business, products,  activities, research or development of the Company or any of its Subsidiaries or resulting  from any work performed by you for the Company or any of its Subsidiaries, including,  without limitation, any track record with which you may be associated as an investment  manager or fund manager (collectively, “Work Product”), that consists of copyrightable  subject matter is "work made for hire" as defined in the Copyright Act of 1976 (17 U.S.C.  § 101), and such copyrights are therefore owned, upon creation, exclusively by State  Street. To the extent the foregoing does not apply and to the extent permitted by law,  you hereby assign and agree to assign, for no additional consideration, all of your rights,  title and interest in any Work Product and any intellectual property rights therein to State                                                                          54                                       





 






   Street.  You hereby waive in favor of State Street any and all artist’s or moral rights  (including without limitation, all rights of integrity and attribution) you may have pursuant  to any state, federal or foreign laws, rules or regulations in respect of any Work Product  and all similar rights thereto.  You will not pursue any ownership or other interest in such  Work Product, including, without limitation, any intellectual property rights.         (b)   Ownership of, and all right, title, and interest in, all work product,  improvements, developments, discoveries, proprietary information, trademarks, trade  names, logos, art work, slogans, know-how, processes, methods, trade secrets, source  code, application development, designs, drawings, plans, business plans or models,  blue prints (whether or not registrable and whether or not design rights subsist in them),  utility models, works in which copyright may subsist (including computer software and  preparatory and design materials thereof), inventions (whether patentable or not, and  whether or not patent protection has been applied for or granted) and all other  intellectual property throughout the world, in and for all languages, including but not  limited to computer and human languages developed or created from time to time by or  for the Company or the Employer by you, whether before or after commencement of  employment with the Company (the "Intellectual Property") shall vest in the Employer.        (c)   You acknowledge that, by reason of being employed by your Employer all  Intellectual Property created by you shall be regarded as having been made under a  contract of service. To the extent the foregoing does not apply and to the extent  permitted by law, you hereby assign and agree to assign in favour of the Employer, for  no additional consideration, all of your rights, title and interest in and to all the Intellectual  Property, together with the rights to sublicense or transfer any and all rights assigned  hereunder to third parties, in perpetuity. Such assignment shall be worldwide and royalty  free. You hereby waive in favor of State Street any and all artist’s or moral rights  (including without limitation, all rights of integrity and attribution) you may have pursuant  to any state, national or foreign laws, rules or regulations in respect of any Intellectual  Property and all similar rights thereto.  You will not pursue any ownership or other  interest in such Intellectual Property.         (d)   You will disclose promptly and in writing to the Company or your  Employer all Intellectual Property, whether or not patentable or copyrightable.  You  agree to reasonably cooperate with State Street:               (i)   to transfer to the Employer any rights in Intellectual Property;                (ii)  to obtain or perfect such rights;                (iii) to  execute  all  papers,  at the  Employer’s expense,  that the        Company shall  deem  necessary  to  apply  for  and  obtain  domestic  and  foreign        patents, copyright and other registrations; and                (iv)  to protect and enforce the Employer’s interest in them.          (e)   These obligations shall continue beyond the period of your Employment  with respect to inventions or creations conceived or made by you during the period of  your Employment.  5.     Non-Solicitation.          (a)   This Paragraph 5 shall apply to you at any time that you hold the title of  Vice President or higher.                                                                            55                                       





 






         (b)   You agree that, during your Employment and for a period of eighteen (18)  months from the date your Employment terminates for any reason you will not, without  the prior written consent of the Company or your Employer:                (i)   solicit,  directly  or  indirectly  (other than  through  a  general        solicitation of employment not specifically directed to employees of the Company        or any of its Subsidiaries), the employment of, hire or employ, recruit, or in any        way  assist  another  in  soliciting  or  recruiting  the  employment  of,  or otherwise        induce the termination of the employment of, any person who then or within the        preceding  twelve  (12)  months  was  an  officer  of  the  Company  or  any  of  its        Subsidiaries  (excluding  any  such  officer  whose  employment  was  involuntarily        terminated); or                (ii)  engage in the Solicitation of Business from any Client on behalf of        any person or entity other than the Company or any of its Subsidiaries; or              (iii) solicit,  encourage,  or  induce  or  attempt  to  solicit,  encourage,  or       induce  any  marketing  agent,  vendor,  partner  or consultant  of  the  Company  or       Employer to terminate his agency, contract or consultancy with the Company, or       any  prospective  employee  with  whom  the  Company  or  the  Employer  has  had       discussions  or  negotiations  within  six  (6)  months  prior  to  your  termination of       employment, not to establish a relationship with the Company or Employer.              (iv)  For  purposes  of  this  Paragraph 5,  “officer”  shall  include  any       person  holding  a  position  title  of  Assistant  Vice  President  or  higher.        Notwithstanding the foregoing, this Paragraph 5 shall be inapplicable following a       Change in Control.   6.     Notice Period Upon Resignation.           (a)   This Paragraph 6 shall apply to you at any time that you hold the title of  Vice President or higher.  If you are subject to an employment agreement that requires a  longer notice period, that employment agreement shall govern.         (b)   In  order  to  permit  the  Company  and  its  Subsidiaries  to  safeguard  their  business interests and goodwill in the event of your resignation from Employment for any  reason,  you  agree  to  give  your  Employer  advance  notice  of  your  resignation.   The  duration of the advance notice you provide (the “Notice Period”) will be determined at the  time you deliver such notice, as follows:               (i)   if you are a member of the Management Committee, you will give        180 days’ advance notice;               (ii)  if you are an Executive Vice President (but not a member of the        Management Committee), you will give ninety (90) days’ advance notice;                (iii) If  you  are  a  Senior  Vice  President  or  Senior  Managing  Director,        you will give sixty (60) days’ advance notice; and               (iv)  if  you  are  a  Managing  Director  or  Vice  President,  you  will  give        thirty (30) days’ advance notice.                                                                           56                                       





 






         (c)   You may submit your resignation subject to the period of notice set out in        the above paragraph or your employment agreement (whichever is longer), or if        acceptable to the Employer in its discretion, payment of salary in lieu thereof to        the  Employer.  Any  resignation  would  have  to  be  accepted  by  the  Employer  to        become  effective.  Once  accepted, the  resignation  cannot  be  withdrawn  by  you        without the express consent of the Employer.          (d)   During the Notice Period, you will cooperate with your Employer, as well  as the Company and its Subsidiaries, and provide them with any requested information  to  assist  with  transitioning  your  duties,  accomplishing  its  or  their  business,  and/or  preserving its or their client relationships.           (e)   In  its  sole  discretion,  during  the  Notice  Period,  your  Employer  or  the  Company may place you on a partial or complete leave of absence and relieve you of  some  or  all  of  your  duties  and  responsibilities.   Except  as  provided  otherwise  in  (f)  below, at all times during the Notice Period you shall continue to be an employee of your  Employer, shall continue to receive your regular salary and benefits (although you may  not be eligible for any new incentive compensation awards or, subject to applicable law,  to  accrue  any  paid  vacation  time),  and  shall  continue  to  comply  with  the  applicable  policies of your Employer, the Company and its Subsidiaries.           (f)   You  agree  that  should  you  fail  to  provide  advance  notice  of  your  resignation as required in this Paragraph 6, your Employer, the Company or any of its  Subsidiaries shall be entitled to seek injunctive relief restricting you from employment for  a  period  equal  to  the  period  for  which  notice  of  resignation  was  required  but  not  provided, and for the period of restriction under Paragraph 7, if applicable, in addition to  any other remedies available under law.          (g)   If  you  have  sixty  (60)  or  fewer  days’  notice  remaining  in  your  required  Notice  Period  under  this  Paragraph 6,  your  Employer,  or  the  Company,  or  any  of  its  Subsidiaries may, at any time during the remainder of your Notice Period, release you  from  your  obligations  under  this  Paragraph 6 and  give  immediate  effect  to  your  resignation; provided that such action shall not affect your other obligations under this  Countries Addendum.           (h)   Notwithstanding  the  foregoing,  if  you  hold  the  title  of  Executive  Vice  President  or  higher  this  Paragraph 6 shall  not  apply  in  the  event  you  terminate  your  Employment for Good Reason on or prior to the first anniversary of a Change in Control  (each as defined in the Plan).   7.     Non-Competition.         (a)   This Paragraph 7 shall apply to you at all times during your Employment  and,  in  certain  circumstances,  will  continue  to  apply  following  the  termination  of  your  Employment.   You  should  review  it  carefully  and  may,  if  you  wish,  consult  with  an  attorney before accepting this Award.         (b)   During  your  Employment,  and  following  its  termination  for  the  period  of  time  specified  in  Paragraph 7(c)  below  (the  entire  period,  including  both  during  Employment  and  after  Employment,  if  any,  the  “Non-Compete  Period”),  you  will  not,  anywhere  in  the  Restricted  Area, for  yourself  or any  other  person  or  entity,  directly  or                                                                          57                                       





 






   indirectly, in any Restricted Capacity, engage in, provide services to, consult for, or be  employed  by  a  business that  provides  products  or  services  competitive  with  any  products  or  services  of  your  Employer,  the  Company  or  any  of  its  Subsidiaries  with  respect to which you were involved at any time during your Employment or, with respect  to the portion of the Non-Compete Period that follows termination of your Employment,  within the two years preceding the date of the termination of your Employment.         (c)   Unless one of the exceptions in Paragraph 7(d) applies to you, the Non- Compete Period will continue after the termination of your Employment for any reason  under the following circumstances:                                                        Then the Non-            If at the time of termination:            Compete Period                                                       will continue for:                   You were an Executive Vice President or             higher                   You were a Vice President or higher and your             Employer was Charles River Development at any             time during the twelve (12) months immediately             preceding the termination of your Employment  12 months                   You were a Client Executive (as so             designated by the Company or any Subsidiary) at             any time during the twelve (12) months             immediately preceding the termination of your             Employment.              If none of the above apply, but one of the                                                       Then the Non-            following was true at any time during the                                                       Compete Period             twelve (12) months immediately preceding the                                                       will continue for:             termination of your Employment:                   You were a Managing Director, Senior             Managing Director or Senior Vice President                                                            6 months             working in one of the Specified Job Families             (defined below)                  You were a Vice President working in one of                                                            3 months             the Specified Job Families         (d)   Exceptions:               (1)   your Employer’s or the Company’s good faith determination that it                    has  a reasonable  basis for dissatisfaction  with  your  Employment                    for  reasons  such  as  lack  of capacity  or  diligence,  failure  to                                                                           58                                       





 






                     conform  to  usual  standards  of  conduct,  or  other  culpable  or                    inappropriate behavior; or                (2)   other  grounds  for  discharge  that  are  reasonably  related,  in  your                    Employer’s  or  the  Company’s  honest  judgment,  to  the  needs  of                    the  business  of  your  Employer,  the  Company  or  any  of  its                    Subsidiaries.  In  addition,  if  you  violate  a  fiduciary  duty  to  your                    Employer, the Company or any of its Subsidiaries, then the post-                   employment portion of the Non-Compete Period shall be extended                    by the time during which you engage in such activities, for up to a                    total of 2 years following termination of your Employment.         (e)   “Restricted Area” means anywhere that your Employer, the Company or  any  of  its  Subsidiaries  markets  its  products  or  services  (which  you  acknowledge  specifically includes the entire world), or with respect to the portion of the Non-Compete  Period  that  follows  termination  of  your  Employment,  anywhere  in  which  you  provided  services  or  had  a  material  presence  or  influence  on  behalf  of  your  Employer, the  Company  or  any  of  its  Subsidiaries  at  any  time  within  the  2-year  period  immediately  preceding such termination.         (f)   “Restricted Capacity” means any capacity, or with respect to the portion  of the Non-Compete Period that follows termination of your Employment, any capacity  that  is  the  same  or  similar  to  the  capacity  in  which  you  were  employed  by  your  Employer, the Company or any of its Subsidiaries at any time within the 2-year period  immediately preceding such termination and/or involves any services that you provided  to your Employer, the Company or any of its Subsidiaries at any time within such 2-year  period.         (g)   “Specified  Job  Families”  are  those job families  which  State  Street  has  identified as having access to confidential and proprietary information, trade secrets, or  good  will  that  require  protection  following  termination  of  Employment  for  any  reason.  Specified Job Families are listed in Appendix C.  You can find your Job Family in the  State  Street  human  resources information system  (in  MyWorkday,  navigate  to  View  Profile  by  clicking  the cloud  icon  in  the upper  right corner  of  your  screen,  click  View  Profile, and then select the Job tab).   8.     Definitions – Countries  Addendum.  For  the  purpose  of  this  Countries  Addendum, the following terms are defined as follows:           (a)   “Client” means a prospective, present or former customer or client of the  Company or any of its Subsidiaries with whom you have had, or with whom persons you  have  supervised  have  had,  substantive  and  recurring  personal  contact  during  your  Employment with the Company or any of its Subsidiaries.  A former customer or client  means a customer or client for which the Company or any of its Subsidiaries stopped  providing all services within twelve (12) months prior to the date your Employment with  your Employer ends.           (b)   “Confidential  Information”  includes  but  is  not  limited  to  all  trade  secrets,  trade  knowledge,  systems,  software,  code,  data  documentation,  files,  formulas,  processes,  programs,  training  aids,  printed  materials,  methods,  books,  records,  client                                                                          59                                       





 






   files,  policies  and  procedures,  client  and  prospect  lists,  employee  data  and  other  information relating to the operations of the Company or any of its Subsidiaries and to its  or  any  of  their  customers,  and  any  and  all  discoveries,  inventions  or  improvements  thereof made or conceived by you or others for the Company or any of its Subsidiaries  whether  or  not  patented  or  copyrighted,  as  well  as  cash  and  securities  account  transactions  and  position  records  of  clients,  regardless  of  whether  such  information  is  stamped “confidential.”          (c)   “Person”  means  an  individual,  a  corporation,  a  limited  liability  company,  an  association,  a  partnership,  an  estate,  a  trust  and  any  other  entity  or  organization,  other than your Employer, the Company or any of its Subsidiaries.         (d)    “Solicitation  of  Business”  means  the  attempt  through  direct  or  indirect  contact by you or by any other Person with your assistance to induce a Client to:                 (i)   transfer  the  Client’s  business  from  the  Company  or  any  of  its        Subsidiaries to any other person or entity;                (ii)  cease or curtail the Client’s business with the Company or any of        its Subsidiaries; or                (iii) divert  a  business  opportunity  from  the  Company  or  any  of  its        Subsidiaries to any other person or entity.           (e)   “Subsidiaries”  means  any  entity  controlling,  controlled  by  or  under  common control with the Company, including direct and indirect subsidiaries existing as  of the date of this Agreement or at any time in future.   9.     Post-Employment Cooperation.  You agree that, following the termination of  your Employment with the Company and its Subsidiaries, you will reasonably cooperate  with the Company or the relevant Subsidiary with respect to any matters arising during  or  related  to  your  Employment,  including  but  not  limited  to  reasonable  cooperation  in  connection  with  any  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding  (even  if  such  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding arises following the date of this Award to which this Countries Addendum is  appended or following the termination of your Employment).  The Company or any of its  Subsidiaries  shall  reimburse  you  for  any  reasonable  out-of-pocket  and  properly  documented expenses you incur in connection with such cooperation.   10.    Non-Disparagement.  You agree that during your Employment and following  the  termination  thereof  you  shall  not  make  any  false,  disparaging,  or  derogatory  statements to any media outlet (including Internet-based chat rooms, message boards,  any and all social media, and/or web pages), industry groups, financial institutions, or to  any current, former or prospective employees, consultants, clients, or customers 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 or financial condition of the Company or any of its Subsidiaries.   11.    Enforcement.  You acknowledge and agree that the promises contained in this  Countries Addendum are necessary to the protection of the legitimate business interests  of your Employer, the Company and its Subsidiaries, including without limitation its and                                                                          60                                       





 






   their Confidential Information, trade secrets and goodwill, and are material and integral  to the undertakings of the Company under this Award to which this Countries Addendum  is appended.  You further agree that one or more of your Employer, the Company and its  Subsidiaries will be irreparably harmed in the event you do not perform such promises in  accordance  with  their  specific  terms  or  otherwise  breach  the  promises  made  herein.   Accordingly,  your  Employer,  the  Company  and  any  of  its  Subsidiaries  shall  each  be  entitled to permanent injunctive or other equitable relief or remedy without the need to  post bond, and to recover its or their reasonable attorney’s fees and costs incurred in  securing such relief, in addition to, and not in lieu of, any other relief or remedy at law to  which  it  or  they  may  be entitled.   You  further  agree  that,  the  periods  of  restriction  contained  in  this  Countries Addendum shall  be  tolled,  and  shall  not  run,  during  any  period in which you are in violation of the terms of this Countries Addendum, so that your  Employer, the Company and its Subsidiaries shall have the full protection of the periods  agreed  to  herein.   Should  the  Company  determine  that  any  portion  of  the  Deferred  Shares granted to you in connection with this Award are to be forfeited on account of  your breach of the provisions of this Countries Addendum any unvested portion of your  Award will cease to vest upon such determination.   12.    No  Waiver.  No  delay  by  your  Employer,  the  Company  or  any  of  its  Subsidiaries in exercising any right under this Countries Addendum 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  your  Employer,  the  Company  or  any  of  its  Subsidiaries  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.   13.    Relationship to Other Agreements.  This Addendum supplements and does  not limit, amend or replace any other obligations you may have under applicable law or  any other agreement or understanding you may have with your Employer, the Company  or any of its Subsidiaries or pursuant to the applicable policies of any of them, whether  such  additional  obligations  have  been  agreed  to  in  the  past,  or  are  agreed  to  in  the  future.   14.    Interpretation  of  Business  Protections.  The  agreements  made  by  you  in  Paragraphs, 3, 4, 5, 6 and 7 above 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 of the provisions to this Countries Addendum is severable  and  independently  enforceable  without  reference  to  the  enforcement  of  any  other  provision.  If any restriction set forth in this Countries Addendum is found by any court of  competent jurisdiction to be unenforceable because it extends for too long a period of  time or over too great a range of activities or in too broad a geographic area, it shall be  interpreted  to  extend  only  over  the  maximum  period of  time,  range  of  activities  or  geographic area as to which it may be enforceable.   15.    Assignment.  Except as provided otherwise herein, this Countries Addendum  shall  be  binding  upon  and  inure  to  the  benefit  of  both  parties  and  their  respective  successors and assigns, including any person or entity which acquires the Company or  its assets or business; provided, however, that your obligations are personal and may  not be assigned by you.    16.    Electronic  Acceptance.  By  accepting  this  Award  electronically,  you  will  be                                                                          61                                       





 






   deemed  to  have  acknowledged  and  agreed  that  you  are  bound  by  the  terms  of  this  Countries Addendum, and it shall be deemed to have been accepted by the Company.   You  agree  that  this  electronic  acceptance  by  both  you  and  the  Company  shall  be  deemed equivalent to the Award having been signed by both parties.   17.    Notification  Requirement.  Until  forty-five  (45)  days  after  the  period  of  restriction under Paragraph 7 expires, you shall give notice to the Company of each new  business activity you plan to undertake, at least five (5) business days prior to beginning  any such activity.  Such notice shall state the name and address of the Person for whom  such  activity  is  undertaken  and  the  nature  of  your  business  relationship(s)  and  position(s) with such Person.  You shall provide the Company with such other pertinent  information concerning such business activity as the Company may reasonably request  in  order  to  determine  your  continued  compliance  with  your  obligations  under  this  Countries Addendum.    18.    Certain Limitations.         (a)   Nothing in this Countries Addendum prohibits you from reporting possible  violations of central law or regulation to any governmental agency or regulatory authority  or from making other disclosures to the extent such disclosure is  protected under any  whistleblower provisions of any applicable law or regulation.  Moreover, nothing in this  Countries Addendum requires you to notify the Company that you have made any such  report or disclosure.  However, in connection with any such activity, you acknowledge  you must take reasonable precautions to ensure that any Confidential Information that is  disclosed  to  such  authority  is  not  made  generally  available  to  the  public,  including  by  informing such authority of the confidentiality of the same.         (b)   To the extent permitted by applicable law you shall not be held criminally  or civilly liable under any  applicable law if you disclose a Company trade secret:                (i)   in  confidence  to  a  Central,  State,  or  local  government  official,        either directly or indirectly, or to an attorney, solely for the purposes of reporting        or investigating a suspected violation of law; or               (ii)  in  a  complaint  or  other  document  filed  in  a  lawsuit  or  other        proceeding, if such filing is made under seal.         (c)   Despite the foregoing, you also acknowledge that you are not permitted to  disclose  to  any  third-party,  including  any  governmental  or  regulatory  authority,  any  information learned in the course of your Employment that is protected from disclosure  by  any  applicable  privilege,  including  but  not  limited  to  the  attorney-client  privilege,  attorney work product and other privileged information   Your Employer, the Company  and  its  Subsidiaries  do  not  waive  any  applicable  privileges  or  the  right  to  continue  to  protect  its  and  their  privileged  attorney-client  information,  attorney  work  product,  and  other privileged information.   19.    Survival. The  confidentiality  obligations  and  all  other  obligations  in  Country  Addendum  that  are  meant  to  survive  termination  of  this  Agreement  shall  survive  termination of your employment.                                                                                                                    62                                       





 






                                  O.   IRELAND  ______________________________________________________________________                                        In consideration of your receipt of this Award, you expressly agree to comply  with the  terms  and  conditions  below  without  regard  to  whether  or  not  any  amount  has  been  forfeited, paid, delivered or repaid, under this Award at any time, including the time you  separate  from  service  with  your  Employer,  the  Company  and  its  Subsidiaries.   Your  failure  to  comply  with  the  terms  and  conditions  below  may  result  in  the  sole  determination of the Company in the forfeiture of any or all of the amounts remaining to  be paid under this Award.  All  terms  and  defined  terms  used  herein  shall  have  the  meaning given  to  them  in the  Plan or this Award, except as otherwise expressly provided herein.  1.    Non-Solicitation.          (a)   This Paragraph 1 shall apply to you at any time that you hold the title of  Vice President or higher.         (b)   You agree that, during your Employment and for a period of twelve (12)  months from the date your Employment terminates for any reason you will not, without  the prior written consent of the Company or your Employer:                (i)   solicit,  directly  or  indirectly  (other  than  through  a  general        solicitation of employment not specifically directed to employees of the Company        or any of its Subsidiaries), the employment of, hire or employ, recruit, or in any        way  assist  another  in  soliciting  or  recruiting  the  employment  of,  or  otherwise        induce the termination of the employment of, any person who then or within the        preceding  twelve  (12)  months  was  an  officer  of  the  Company  or  any  of  its        Subsidiaries  (excluding  any  such  officer  whose  employment  was  involuntarily        terminated); or                (ii)  engage in the Solicitation of Business from any Client on behalf of        any person or entity other than the Company or any of its Subsidiaries.         (c)   “Confidential  Information”  includes  but  is  not  limited  to  all  trade  secrets,  trade  knowledge,  systems,  software,  code,  data  documentation,  files,  formulas,  processes,  programs,  training  aids,  printed  materials,  methods,  books,  records,  client  files,  policies  and  procedures,  client  and  prospect  lists,  employee  data  and  other  information relating to the operations of the Company or any of its Subsidiaries and to its  or  any  of  their  customers,  and  any  and  all  discoveries,  inventions  or  improvements  thereof made or conceived by you or others for the Company or any of its Subsidiaries  whether  or  not  patented  or  copyrighted,  as  well  as  cash  and  securities  account  transactions  and  position  records  of  clients,  regardless  of  whether  such  information  is  stamped “confidential.”          (d)   “Solicitation  of  Business”  means  the  attempt  through  direct  or  indirect  contact by you or by any other Person with your assistance to induce a Client to:                 (i)   transfer  the  Client’s  business  from  the  Company  or  any  of its        Subsidiaries to any other person or entity;                                                                            63                                       





 






               (ii)  cease or curtail the Client’s business with the Company or any of        its Subsidiaries; or                (iii) divert  a  business  opportunity  from  the  Company  or  any  of  its        Subsidiaries to any other person or entity.            (e)   “Officer” shall include any person holding a position title of Assistant Vice   President  or  higher.   Notwithstanding  the  foregoing,  this Paragraph 1 shall  be   inapplicable following a Change in Control   2.    Notice Period Upon Resignation.           (a)   In  order  to  permit  your  Employer,  the  Company  and  its  Subsidiaries  to  safeguard  their  business  interests  and  goodwill  in  the  event  of  your  resignation  from  Employment for  any  reason,  you  agree  to give  your  Employer  advance  notice  of  your  resignation.  The duration of the advance notice you provide (the “Notice Period”) will be  determined by your title at the time you deliver such notice, as follows:                (i)   If you are a member of the State Street Corporation Management        Committee, you will give 180 days’ advance written notice;                (ii)  If you are an Executive Vice President (but not a member of the        Management Committee), you will give 90 days’ advance written notice;                (iii) If  you  are  a  Senior  Vice  President  or  Senior  Managing  Director,        you will give sixty (60) days’ advance notice; and               (iv)  If  you  are  a  Managing  Director  or  Vice  President,  you  will  give        thirty (30) days’ advance notice.    For the avoidance of doubt, the Notice Periods set out above shall be subject always to  any  contractual  obligation  you  have  to  give  a  longer  period of  notice  of  termination of  your Employment (whether such obligation is contained in your contract of Employment  or any other agreement to which you are a party).         (b)   During the Notice Period, you will cooperate with your Employer, as well  as the Company and its Subsidiaries, and provide them with any requested information  to  assist  with  transitioning  your  duties,  accomplishing  its  or  their  business,  and/or  preserving its or their client relationships.  In its sole discretion, during the Notice Period,  your Employer or the Company may place you on a partial or complete leave of absence  otherwise  known  as  “garden  leave”  and  relieve  you  of  some  or  all  of  your  duties  and  responsibilities and to cease attending your place of work and/or to cease contact with  the Employer’s employees and customers.  During any period of garden leave, you will  remain  subject  to  the  provisions  of  this  agreement  and  to  your  obligation  of  fidelity  to  your  Employer,  the  Company  and  its  Subsidiaries.  Except  as  provided  otherwise  in  Paragraph (d) below, at all times during the Notice Period you shall continue to be an  employee of your Employer, shall continue to receive  your regular salary and benefits  and  you  will  continue  to  comply  with  the  applicable  policies  of  your  Employer,  the  Company,  and  its  Subsidiaries.  However,  you  will  not  be  eligible  for  any  incentive  compensation awards made on or after the first day of the Notice Period or, subject to  applicable law, to accrue any paid vacation time.                                                                           64                                       





 






         (c)   You agree that should you fail to provide advance written notice of your  resignation as required in this Paragraph 2, your Employer, the Company or any of its  Subsidiaries shall be entitled to seek injunctive relief restricting you from employment for  a  period  equal  to  the  period  for  which notice  of  resignation  was  required  but  not  provided, in addition to any other remedies available under law.          (d)   In its sole discretion, at any time during the Notice Period, the Company  or  your  Employer  may  release  you  from  your  obligations  under  this  Paragraph 2,  and  give immediate effect to your resignation and make a payment of basic salary in lieu of  any notice due; provided that such action shall not affect your other obligation under this  Countries Addendum.     3.    Non-Competition.         (a)   This Paragraph 3 shall apply to you at all times during your Employment  and,  in  certain  circumstances,  will  continue  to  apply following  the  termination  of  your  Employment.  You  should  review  it  carefully  and  may,  if  you  wish,  consult  with  an  attorney before accepting this Award.         (b)   During  your  Employment  and   following  its  termination  for  the  period  of  time  specified  in  Paragraph  3(c)  below  (the  entire  period,  including  both  during  Employment  and  after  Employment,  if  any,  the  “Non-Compete  Period”), you  will  not,  directly or indirectly, whether as owner, partner, investor, consultant, agent, employee,  co-venturer  or  otherwise,  compete  with  your  Employer,  the  Company  or  any  of  its  Subsidiaries  within  the  island  of  Ireland  or  the  United  Kingdom,  or  undertake  any  planning for any business competitive with the business of your Employer, the Company  or any of its Subsidiaries.  Specifically, but without limiting the foregoing, you agree not  to  engage  in  any  manner  in  any  activity  that  is  directly  or  indirectly  competitive  or  potentially competitive  with the business of your Employer, the Company or any of its  Subsidiaries as conducted or under consideration at any time during your Employment  and  further  agree  not  to  work  or  provide  services,  in  any  capacity,  whether  as  an  employee, independent contractor or otherwise, whether with or without compensation,  to any Person who is engaged in any business that is competitive with the business of  your  Employer,  the  Company  or  any  of  its  Subsidiaries  for  which  you  have  provided  services, as conducted or in planning during your Employment. The foregoing, however,  shall  not  prevent  your  passive  ownership  of  two  percent  (2%)  or  less  of  the  equity  securities of any publicly traded company.         (c)   The Non-Compete Period will continue (such period to be reduced by the  duration of the Notice Period as defined in Paragraph 2 above) after the termination of  your Employment for any reason under the following circumstances:                                                        Then the Non-            If at the time of termination:            Compete Period                                                       will continue for:                   You were an Executive Vice President or             higher                                         6 months                   You were a Vice President or higher and your                                                                           65                                       





 






              Employer was Charles River Development at any             time during the twelve (12) months immediately             preceding the termination of your Employment                   You were a Client Executive (as so             designated by the Company or any Subsidiary) at             any time during the twelve (12) months             immediately preceding the termination of your             Employment.              If none of the above apply, but one of the                                                       Then the Non-            following was true at any time during the                                                       Compete Period             twelve (12) months immediately preceding the                                                       will continue for:             termination of your Employment:                   You were a Managing Director, Senior             Managing Director or Senior Vice President                                                            6 months             working in one of the Specified Job Families             (defined below)                  You were a Vice President working in one of                                                            3 months             the Specified Job Families            4.    Definitions.  For the purpose of this Countries Addendum, the following terms         are defined as follows:           (a)   “Client” means a present or former customer or client of the Company or  any  of  its  Subsidiaries  with  whom  you  have  had,  or  with  whom  persons  you  have  supervised  have  had,  substantive  and  recurring  personal  contact  during  your  Employment with the Company or any of its Subsidiaries.  A former customer or client  means a customer or client for which the Company or any of its Subsidiaries stopped  providing all services within twelve months prior to the date your Employment with your  Employer ends.           (b)    “Person” means an individual, a corporation, a limited liability company,  an  association,  a  partnership,  an  estate,  a  trust  and  any  other  entity  or  organization,  other than your Employer, the Company or any of its Subsidiaries.          (c)   “Specified  Job  Families”  are  those  job families  which  State  Street  has  identified as having access to confidential and proprietary information, trade secrets, or  good  will  that  require  protection  following  termination  of  Employment  for  any  reason.  Specified Job Families are listed in Appendix C.  You can find your Job Family in the  State  Street  human  resources information system  (in  MyWorkday,  navigate  to  View  Profile  by  clicking  the cloud  icon  in  the upper  right corner  of  your  screen,  click  View  Profile, and then select the Job tab).                                                                           66                                       





 






         (d)   “Subsidiaries”  means  any  entity  controlling,  controlled  by  or  under  common control with the Company, including direct and indirect subsidiaries existing as  of the date of this Agreement or at any time in the future and has the meaning assigned  to such by section 7 of the Companies Act 2014.        5.    Post-Employment  Cooperation.   You  agree  that,  following  the  termination of your Employment with the Company and its Subsidiaries, you will make  yourself  available  and  reasonably  cooperate  with  the  Company  or  the  relevant  Subsidiary or their advisers with respect to any matters arising during or related to your  Employment, including but not limited to reasonable cooperation in connection with any  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding  (even  if  such  litigation, governmental investigation, or regulatory or other proceeding arises following  the date of this Award to which this Countries Addendum is appended or following the  termination  of  your Employment).   The  Company  or  any  of  its  Subsidiaries  shall  reimburse you for any reasonable out-of-pocket and properly documented expenses you  incur in connection with such cooperation provided that such expenses are approved in  advance by the Company or Employer.        6.    Enforcement.  You acknowledge and agree that the promises contained  in this Countries Addendum are necessary to the protection of the legitimate business  interests of your Employer, the Company and its Subsidiaries, including without limitation  its and their Confidential Information, trade secrets and good will, and are material and  integral  to the  undertakings  of the  Company  under  this  Award  to  which this  Countries  Addendum is  appended.   You  further  agree  that  one  or  more  of  your  Employer,  the  Company and its Subsidiaries will be irreparably harmed in the event you do not perform  such provisions in accordance with their specific terms or otherwise breach the promises  made  herein.   Accordingly,  your  Employer,  the  Company  and  any  of  its  Subsidiaries  shall each be entitled to preliminary or permanent injunctive or other equitable relief or  remedy  without  the  need  to  post  bond,  and  to  recover  its  or  their  reasonable  attorney’s/legal fees and costs incurred in securing such relief, in addition to, and not in  lieu of, any other relief or remedy at law to which it or they may be entitled, including the  immediate forfeiture of any as-yet unvested portion of the Award.  You further agree that,  the periods of restriction contained in this Countries Addendum shall be tolled, and shall  not  run,  during  any  period  in  which  you  are  in  violation  of  the  terms  of this  Countries  Addendum, so that your Employer, the Company and its Subsidiaries shall have the full  protection of the periods agreed to herein.        7.    No  Waiver.   No  delay  by  your  Employer,  the  Company  or  any  of  its  Subsidiaries in exercising any right under this Countries Addendum 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  your  Employer,  the  Company  or  any  of  its  Subsidiaries  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.        8.    Relationship to Other Agreements.  This Addendum supplements and  does not limit, amend or replace any other obligations you may have under applicable  law  or  any  other  agreement  or  understanding  you  may  have  with  your  Employer,  the  Company or any of its Subsidiaries or pursuant to the applicable policies of any of them,  whether such additional obligations have been agreed to in the past, or are agreed to in  the future.        9.    Interpretation of Business Protections.  The agreements made by you                                                                          67                                       





 






   in  Paragraphs 1, 2 and 3 above  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 of the provisions to this Countries Addendum is severable  and  independently  enforceable without  reference  to  the  enforcement  of  any  other  provision.  If any restriction set forth in this Countries Addendum is found by any court of  competent jurisdiction to be unenforceable because it extends for too long a period of  time or over too great a range of activities or in too broad a geographic area, it shall be  interpreted  to  extend  only  over  the  maximum  period  of  time,  range  of  activities  or  geographic area as to which it may be enforceable.        10.   Assignment.  Except  as  provided  otherwise  herein, this Countries  Addendum shall  be  binding  upon  and  inure  to  the  benefit  of  both  parties  and  their  respective  successors  and  assigns,  including  any  person  or  entity  which  acquires  the  Company  or  its  assets  or  business;  provided,  however,  that  your  obligations  are  personal and may not be assigned by you.         11.   Electronic Acceptance.  By accepting this Award electronically, you will  be deemed to have acknowledged and agreed that you are bound by the terms of this  Countries Addendum, and it shall be deemed to have been accepted by the Company.        12.   Notification  Requirement.  Until  45  days  after  the  period  of  restriction  under Paragraph 2 expires, you shall give notice to the Company of each new business  activity  you  plan  to  undertake,  at  least  5  business  days  prior  to  beginning any  such  activity.   Such  notice  shall  state  the  name  and  address  of  the  Person  for  whom  such  activity is undertaken and the nature of your business relationship(s) and position(s) with  such  Person.   You  shall  provide  the  Company  with  such  other  pertinent information  concerning such business activity as the Company may reasonably request in order to  determine  your  continued  compliance  with  your  obligations  under this  Countries  Addendum.        13.   Certain Limitations.  Nothing in this Countries Addendum prohibits you  from  reporting  possible  violations  of  law  or  regulation  to  any  governmental  agency  or  regulatory authority or from making other relevant disclosures that are protected under  the  whistleblower  provisions  of  federal  law  or  regulation.   Moreover,  nothing  in  this  Countries Addendum requires you to notify the Company that you have made any such  report or disclosure.  However, in connection with any such activity, you acknowledge  you must take reasonable precautions to ensure that any confidential information that is  disclosed  to  such  authority  is  not  made  generally  available  to  the  public,  including  by  informing such authority of the confidentiality of the same.                                                                         P. ITALY                                                   ______________________________________________________________________    No country-specific provisions.                                                                                                               Q.  JAPAN                                                   ______________________________________________________________________                                                                          68                                       





 






     No country-specific provisions.                                                                                                                                                    R.   JERSEY    ______________________________________________________________________    No country-specific provisions.                                                                                                             S. LUXEMBOURG  ______________________________________________________________________  In consideration of your receipt of this Award, you expressly agree to comply  with the  terms  and  conditions  below  without  regard  to  whether or  not  any  amount  has  been  forfeited, paid, delivered or repaid, under this Award at any time, including the time you  separate  from  service  with  your  Employer,  the  Company  and  its  Subsidiaries.  Your  failure  to  comply  with  the  terms  and  conditions  below  may  result  in  the  sole  determination of the Company in the forfeiture of any or all of the amounts remaining to  be paid under this Award.  All terms used herein shall have the meaning given to them in the Plan or this Award,  except as otherwise expressly provided herein.  1.    Non-Solicitation.          (a)   This Paragraph 1 shall apply to you at any time that you hold the title of  Vice President or higher.         (b)   You agree that, during your Employment and for a period of eighteen (18)  months from the date your Employment terminates for any reason you will not, without  the prior written consent of the Company or your Employer:                (i)   solicit,  directly  or  indirectly  (other  than  through  a  general        solicitation of employment not specifically directed to employees of the Company        or any of its Subsidiaries), the employment of, hire or employ, recruit, or in any        way  assist  another  in  soliciting  or  recruiting  the  employment  of,  or  otherwise        induce the termination of the employment of, any person who then or within the        preceding  twelve  (12)  months  was  an  officer  of  the  Company  or  any  of  its        Subsidiaries  (excluding  any  such  officer  whose  employment  was  involuntarily        terminated); or                (ii)  engage in the Solicitation of Business from any Client on behalf of        any person or entity other than the Company or any of its Subsidiaries.         (c)   “Confidential  Information”  includes  but  is  not  limited  to  all  trade  secrets,  trade  knowledge,  systems,  software,  code,  data  documentation,  files,  formulas,  processes,  programs,  training  aids,  printed  materials,  methods,  books,  records,  client  files,  policies  and  procedures,  client  and  prospect  lists,  employee  data  and  other  information relating to the operations of the Company or any of its Subsidiaries and to its  or  any  of  their  customers,  and  any  and  all  discoveries,  inventions  or  improvements                                                                          69                                       





 






   thereof made or conceived by you or others for the Company or any of its Subsidiaries  whether  or  not  patented  or  copyrighted,  as  well  as  cash  and  securities  account  transactions  and  position  records  of  clients,  regardless  of  whether  such  information  is  stamped “confidential.”          (d)    “Solicitation  of  Business”  means  the  attempt  through  direct  or  indirect  contact by you or by any other Person with your assistance to induce a Client to:                 (i)   transfer  the  Client’s  business  from  the  Company  or  any  of its        Subsidiaries to any other person or entity;                (ii)  cease or curtail the Client’s business with the Company or any of        its Subsidiaries; or                (iii) divert  a  business  opportunity  from  the  Company  or  any  of  its        Subsidiaries to any other person or entity.            (e)  “Officer” shall include any person holding a position title of Assistant Vice   President or higher.  Notwithstanding the foregoing, this Clause 4 shall be inapplicable   following a Change in Control.        2.    Non-Competition.         (a) This Paragraph 2 shall  apply  to  you  at  all  times  during  your  Employment  and,  in  certain  circumstances,  will  continue  to  apply  following  the  termination  of  your  Employment.   You  should  review  it  carefully  and  may,  if  you  wish,  consult  with  an  attorney before accepting this Award.         (b) During  your Employment you  will  not,  directly  or  indirectly,  whether  as  owner, partner, investor, consultant, agent, co-venturer or otherwise, compete with your  Employer, the Company or any of its Subsidiaries in any geographic area in which it or  they  do  business,  or  undertake any  planning  for  any  business  competitive  with  the  business  of  your  Employer,  the  Company  or  any  of  its  Subsidiaries.   Specifically,  but  without limiting the foregoing, you agree not to engage in any manner in any activity that  is  directly  or  indirectly  competitive  or  potentially  competitive  with  the  business  of  your  Employer, the Company or any of its Subsidiaries as conducted or under consideration  at any time during your Employment and further agree not to work or provide services, in  any  capacity,  whether  as  an  employee,  independent  contractor  or  otherwise,  whether  with  or  without  compensation,  to  any  Person  who  is  engaged  in  any  business  that  is  competitive with the business of your Employer, the Company or any of its Subsidiaries  for  which  you  have  provided  services,  as  conducted  or  in  planning  during  your  Employment. The foregoing, however, shall not prevent your passive ownership of two  percent (2%) or less of the equity securities of any publicly traded company.         (c) For the period of time specified in Paragraph 2(d) below after you leave the  company  (the  “Non-Compete  Period”),  whatever  the  reason,  you  will  not,  directly  or  indirectly,  as  a  self-employed  person  whether  as  owner,   co-venturer  or  otherwise,  compete with your Employer, the Company or any of its Subsidiaries in any geographic  area  in  which  it  or  they  do  business,  or  undertake  any  planning  for  any  business  competitive with the business of your Employer, the Company or any of its Subsidiaries,  this area being in any case limited to the Grand-Duchy of Luxembourg.  Specifically, but  without  limiting  the  foregoing,  you  agree  not  to  engage  in  any  manner  as  a  self-                                                                         70                                       





 






   employed  person  in  any  activity  that  is  directly  or  indirectly  competitive  or  potentially  competitive with the business of your Employer, the Company or any of its Subsidiaries  as  conducted  or  under  consideration  at  any  time  during  your  Employment.   The  foregoing,  however,  shall  not  prevent  your  passive  ownership  of  two  percent  (2%)  or  less of the equity securities of any publicly traded company.         (d) The  Non-Compete  Period  will  continue  after  the  termination  of  your  Employment for any reason under the following circumstances:                                                        Then the Non-            If at the time of termination:            Compete Period                                                       will continue for:                   You were an Executive Vice President or             higher                   You were a Vice President or higher and your             Employer was Charles River Development at any             time during the twelve (12) months immediately             preceding the termination of your Employment  12 months                   You were a Client Executive (as so             designated by the Company or any Subsidiary) at             any time during the twelve (12) months             immediately preceding the termination of your             Employment.              If none of the above apply, but one of the                                                       Then the Non-            following was true at any time during the                                                       Compete Period             twelve (12) months immediately preceding the                                                       will continue for:             termination of your Employment:                   You were a Managing Director, Senior             Managing Director or Senior Vice President                                                            6 months             working in one of the Specified Job Families             (defined below)                  You were a Vice President working in one of                                                            3 months             the Specified Job Families               3.    Definitions.  For the purpose of this Countries Addendum, the following              terms are defined as follows:           (a) “Client” means  a  present  or former customer  or client  of the  Company  or  any  of  its  Subsidiaries  with  whom  you  have  had,  or  with  whom  persons  you  have  supervised  have  had,  substantive  and  recurring  personal  contact  during  your                                                                          71                                       





 






   Employment with the Company or any of its Subsidiaries.  A former customer or client  means a customer or client for which the Company or any of its Subsidiaries stopped  providing all services within twelve months prior to the date your Employment with your  Employer ends.           (b) “Person” means an individual, a corporation, a limited liability company, an  association, a partnership, an estate, a trust and any other entity or organization, other  than your Employer, the Company or any of its Subsidiaries.         (c) “Subsidiaries” means any entity controlling, controlled by or under common  control  with  the  Company,  including  direct  and  indirect  subsidiaries existing  as  of  the  date of this Agreement or at any time in the future.         (d) “Specified  Job  Families”  are  those  job  families  which  State  Street  has  identified as having access to confidential and proprietary information, trade secrets, or  good  will  that  require  protection  following  termination  of  Employment  for  any  reason.  Specified Job Families are listed in Appendix C.  You can find your Job Family in the  State  Street  human  resources information system  (in  MyWorkday,  navigate  to  View  Profile  by  clicking  the cloud  icon  in  the upper  right corner  of  your  screen,  click  View  Profile, and then select the Job tab).        4.    Post-Employment  Cooperation.  You  agree  that,  following  the  termination  of  your  Employment  with  the  Company  and  its  Subsidiaries,  you  will  reasonably cooperate with the Company or the relevant Subsidiary with respect to any  matters  arising  during  or  related  to  your  Employment,  including  but  not  limited  to  reasonable cooperation in connection with any litigation, governmental investigation, or  regulatory  or  other  proceeding  (even  if  such  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding  arises  following  the  date  of  this  Award  to  which  this  Countries  Addendum  is  appended  or  following  the  termination  of  your  Employment).   The Company or any of its Subsidiaries shall reimburse you for any reasonable out-of- pocket and properly documented expenses you incur in connection with such.          5.    Enforcement.  You acknowledge and agree that the promises contained  in this Countries Addendum are necessary to the protection of the legitimate business  interests of your Employer, the Company and its Subsidiaries, including without limitation  its and their confidential information, trade secrets and good will, and are material and  integral  to the undertakings  of the  Company  under  this  Award  to  which this  Countries  Addendum is  appended.   You  further  agree  that  one  or  more  of  your Employer,  the  Company and its Subsidiaries will be irreparably harmed in the event you do not perform  such provisions in accordance with their specific terms or otherwise breach the promises  made  herein.   Accordingly,  your  Employer,  the  Company  and  any  of  its  Subsidiaries  shall each be entitled to preliminary or permanent injunctive or other equitable relief or  remedy without the need to post bond, and to recover its or their reasonable attorney’s  fees and costs incurred in securing such relief, in addition to, and not in lieu of, any other  relief  or  remedy  at  law  to  which  it  or  they  may  be  entitled,  including  the  immediate  forfeiture of any as-yet unvested portion of the Award.         6.    No  Waiver.   No  delay  by  your  Employer,  the  Company  or  any  of  its  Subsidiaries in exercising any right under this Countries Addendum 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  your  Employer,  the  Company  or  any  of  its  Subsidiaries  must  be  in  writing,  is  effective  only  in  that  instance,  and  may  not  be  construed  as  a                                                                           72                                       





 






   broader waiver of rights or as a bar to enforcement of the provision(s) at issue on any  other occasion.        7.    Relationship to Other Agreements.  This Addendum supplements and  does not limit, amend or replace any other obligations you may have under applicable  law  or  any  other  agreement  or  understanding  you  may have  with  your  Employer,  the  Company or any of its Subsidiaries or pursuant to the applicable policies of any of them,  whether such additional obligations have been agreed to in the past, or are agreed to in  the future.        8.    Interpretation of Business Protections.  The agreement made by you  in Paragraph 1 and 2 above 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  of  the  provisions  to this  Countries  Addendum is  severable  and  independently enforceable without reference to the enforcement of any other provision.   If any restriction set forth in this Countries Addendum is found by any court of competent  jurisdiction to be unenforceable because it extends for too long a period of time or over  too great a range of activities or in too broad a geographic area, it shall be interpreted to  extend only over the maximum period of time, range of activities or geographic area as  to which it may be enforceable.        9.    Assignment.  Except  as  provided  otherwise  herein, this  Countries  Addendum shall  be  binding  upon  and  inure  to  the  benefit  of  both  parties  and  their  respective  successors  and  assigns,  including  any  person  or  entity  which  acquires  the  Company  or  its  assets  or  business;  provided,  however,  that  your  obligations  are  personal and may not be assigned by you.         10.   Electronic Acceptance.  By accepting this Award electronically, you will  be deemed to have acknowledged and agreed that you are bound by the terms of this  Countries Addendum, and it shall be deemed to have been accepted by the Company.        11.   Certain Limitations         (a) Nothing this  Countries  Addendum prohibits  you  from  reporting  possible  violations of federal law or regulation to any governmental agency or regulatory authority  or from making other disclosures that are protected under the whistleblower provisions  of state law or regulation.  Moreover, nothing in this Countries Addendum requires you to  notify  the  Company  that  you  have  made  any  such  report  or  disclosure.   However,  in  connection  with  any  such  activity,  you  acknowledge  you  must  take  reasonable  precautions to ensure that any confidential information that is disclosed to such authority  is not made generally available to the public, including by informing such authority of the  confidentiality of the same.         (b) Despite the foregoing, you also acknowledge that you are not permitted to  disclose  to  any  third-party,  including  any  governmental  or  regulatory  authority,  any  information learned in the course of your Employment that is protected from disclosure  by  any  applicable  privilege,  including  but  not  limited  to  the  attorney-client  privilege,  attorney  work  product  doctrine,  and/or  privileges  applicable  to  information  covered  by  the bank secrecy (Article 41 of the Law on the financial sector dated April 5, 1993, as  amended), including information that would reveal the existence or contemplated filing of  a suspicious activity report.  Your Employer, the Company and its Subsidiaries do not  waive any applicable privileges or the right to continue to protect its and their privileged  attorney-client information, attorney work product, and other privileged information.                                                                            73                                       





 






                                      T.  NETHERLANDS  ______________________________________________________________________    Waiver of Termination Rights.  As a condition to the grant of this Award, you hereby  waive any and all rights to compensation or damages as a result of the termination of  Employment with the Company and the Subsidiary that employs you in the Netherlands  for any reason whatsoever, insofar as those rights result or may result from (a) the loss  or diminution in value of such rights or entitlements under the Plan, or (b) your ceasing  to have rights under, or ceasing to be entitled to any awards under the Plan as a result  of such termination.                                                                           U.   NORWAY                                                   ______________________________________________________________________    No country-specific provisions.                                                                                                              V.   POLAND                                                   ______________________________________________________________________      Kopię tej Umowy w języku polskim może Pan/Pani otrzymać wchodząc na Stronę.                                                                                                                                                 W.    SINGAPORE  ______________________________________________________________________    Qualifying Person Exemption.  The following provision shall replace Section 16(h) of  the Agreement:     The grant of the Award under the Plan is being made pursuant to the “Qualifying Person”  exemption” under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006  Ed.)  (“SFA”).   The  Plan  has  not  been and  will  not  be lodged  or  registered  as  a  prospectus  with  the  Monetary  Authority  of  Singapore and  is  not  regulated  by  any  financial  supervisory  authority  pursuant  to  any  legislation  in  Singapore.   Accordingly,  statutory liability under the SFA in relation to the content of prospectuses shall not apply.   You should note that, as a result, the Award is subject to section 257 of the SFA and you  will not be able to make:               (i)   any subsequent sale of shares of Common Stock in Singapore; or                                                                            74                                       





 






             (ii)  any  offer  of  such  subsequent  sale  of  shares  of  Common  Stock            subject  to  the  Award in  Singapore,  unless  such  sale  or  offer  is  made            pursuant  to  the  exemptions  under  Part  XIII  Division  (1)  Subdivision  (4)            (other than section 280) of the SFA (Chapter 289, 2006 Ed.).                                        X. SOUTH KOREA                                                    ______________________________________________________________________    In consideration of your receipt of this Award, you expressly agree to comply  with the  terms  and  conditions  below  without  regard  to  whether  or  not  any  amount  has  been  forfeited, paid, delivered or repaid, under this Award at any time, including the time you  separate from service with the Company and its Subsidiaries.  Failure to comply with the  terms and conditions of this Countries Addendum may result in the sole determination of  the Company in the forfeiture of any or all of the amounts remaining to be paid under this  Award.  In addition, your eligibility to participate in the Plan in the future, including any potential  future  grants  of  awards  under  the  Plan  (or  any  successor  incentive  plan  of  the  Company),  is  subject  to  and  conditioned  on  your  compliance  with  the  terms  and  conditions of this Countries Addendum.   This  Countries Addendum contains  a  covenant  not  to  compete  in  Paragraph  5  which  shall  apply  to  you  under  the  circumstances  described  in  Paragraph  5.   You  should  review it carefully. You may consult with an attorney before accepting the Award. You  may consider whether you wish to accept the Award for up to 30 days from the date it  was  first  made  available  to  you  on  the  Website.   By  accepting  the  Award,  you  acknowledge and agree that it is fair and adequate consideration for the covenant not to  compete and other promises you make in this Countries Addendum.   All terms used herein shall have the meaning given to them in the Plan or this Award,  except as otherwise expressly provided herein.    1.    Confidentiality.           (a)   You acknowledge that you have access to Confidential Information which  is not generally known or made available to the general public and that such Confidential  Information  is  the  property  of  the  Company,  its  Subsidiaries  or  its  or  their  licensors,  suppliers  or  customers.   Subject  to  Paragraph  16,  below,  you  agree  specifically  as  follows,  in  each  case  whether  during  your  Employment  or  following  the  termination  thereof:                (i)   You  will  always  preserve  as  confidential  all  Confidential        Information, and will never use it for your own benefit or for the benefit of others;        this  includes  that  you  will  not  use  the  knowledge  of  activities  or  positions  in        clients’ securities portfolio accounts or cash accounts for your own personal gain        or for the gain of others.                                                                           75                                       





 






               (ii)  You  will  not  disclose,  divulge,  or  communicate  Confidential        Information to any unauthorized person, business or corporation during or after        the termination of your Employment with the Company and its Subsidiaries.  You        will  use  your  best  efforts  and  exercise  due  diligence  to  protect, to  not disclose        and to keep as confidential all Confidential Information.               (iii) You  will  not  initiate  or  facilitate  any  unauthorized  attempts  to        intercept data in transmission or attempt entry into data systems or files.  You will        not intentionally affect the integrity of any data or systems of the Company or any        of  its  Subsidiaries  through  the  introduction  of  unauthorized  code  or  data,  or        through  unauthorized  deletion  or  addition.   You  will  abide  by  all  applicable        Corporate Information Security procedures.               (iv)  Upon  the  earlier  of  request  or  termination  of  Employment,  you        agree to return to the Company or the relevant Subsidiaries, or if so directed by        the Company or the relevant Subsidiaries, destroy any and all copies of materials        in your possession containing Confidential Information.         (b)   The  terms  of  this  Countries Addendum do  not  apply  to  any  information  which is previously known to you without an obligation of confidence or without breach of  this Countries Addendum, is publicly disclosed (other than by a violation by you of the  terms of this Countries Addendum) either prior to or subsequent to your receipt of such  information,  or  is  rightfully  received  by  you  from  a  third  party  without  obligation  of  confidence and other than in relation to your Employment with the Company or any of its  Subsidiaries.   State Street recognizes that certain disclosures of confidential information to appropriate  government  authorities  or  other  designated  persons  are  protected  by  “whistleblower”  and  other  laws.   Nothing  in this  Countries Addendum is  intended  to  or  should  be  understood  or  construed  to  prohibit  or  otherwise  discourage  such  disclosures.   State  Street will not tolerate any discipline or other retaliation against employees who properly  make such legally-protected disclosures.   2.     Assignment and Disclosure.           (a)   You acknowledge that, by reason of being employed by your Employer, to  the extent permitted by law, all works, deliverables, products, methodologies and other  work product conceived, created and/or reduced to practice by you, individually or jointly  with others, during the period of your Employment by your Employer and relating to the  Company  or  any  of  its  Subsidiaries  or  demonstrably  anticipated  business,  products,  activities, research or development of the Company or any of its Subsidiaries or resulting  from any work performed by you for the Company or any of its Subsidiaries, including,  without limitation, any track record with which you may be associated as an investment  manager or fund manager (collectively, “Work Product”), that consists of copyrightable  subject matter is "work made for hire" as defined in the Copyright Act of 1976 (17 U.S.C.  §  101),  and  such  copyrights  are  therefore  owned,  upon  creation,  exclusively  by  State  Street. To the extent the foregoing does not apply and to the extent permitted by law,  you hereby assign and agree to assign, for no additional consideration, all of your rights,  title and interest in any Work Product and any intellectual property rights therein to State  Street.   You  hereby  waive  in  favor  of  State  Street  any  and  all artist’s  or  moral  rights  (including without limitation, all rights of integrity and attribution) you may have pursuant                                                                          76                                       





 






   to any applicable law, rules or regulations in respect of any Work Product and all similar  rights thereto.  You will not pursue any ownership or other interest in such Work Product,  including, without limitation, any intellectual property rights.          (b)   You  will  disclose  promptly  and  in  writing  to  the  Company  or  your  Employer all Work Product, whether or not patentable or copyrightable.  You agree to  reasonably cooperate with State Street:                (i)   to  transfer  to  State  Street  the Work  Product  and  any  intellectual        property rights therein;                (ii)  to obtain or perfect such rights;                (iii) to execute all papers, at State Street’s expense, that State Street        shall  deem  necessary  to  apply  for  and  obtain  domestic  and  foreign  patents,        copyright and other registrations; and                (iv)  to protect and enforce State Street’s interest in them.           (c)   These obligations shall continue beyond the period of your Employment  with respect to inventions or creations conceived or made by you during the period of  your Employment.   3.     Non-Solicitation.          (a)   This Paragraph 3 shall apply to you at any time that you hold the title of  Vice President or higher.         (b)   You agree that, during your Employment and for a period of eighteen (18)  months from the date your Employment terminates for any reason you will not, without  the prior written consent of the Company or your Employer:                (i)   solicit,  directly  or  indirectly  (other  than  through  a  general        solicitation of employment not specifically directed to employees of the Company        or any of its Subsidiaries), the employment of, hire or employ, recruit, or in any        way  assist  another  in  soliciting  or  recruiting  the  employment  of,  or  otherwise        induce the termination of the employment of, any person who then or within the        preceding  twelve  (12)  months  was  an  officer  of  the  Company  or  any  of  its        Subsidiaries  (excluding  any  such  officer  whose  employment  was  involuntarily        terminated); or                (ii)  engage in the Solicitation of Business from any Client on behalf of        any person or entity other than the Company or any of its Subsidiaries.      (c) For  purposes  of  this  Paragraph  3,  “officer”  shall  include  any  person  holding  a        position  title  of  Assistant  Vice  President  or  higher.   Notwithstanding  the        foregoing, this Paragraph 3 shall be inapplicable following a Change in Control.   4.     Notice Period Upon Resignation.                                                                              77                                       





 






         (a)   This Paragraph 4 shall apply to you at any time that you hold the title of  Vice President or higher.  If you are subject to an employment agreement that requires a  longer notice period, that employment agreement shall govern.         (b)   In  order  to  permit  the  Company  and  its  Subsidiaries  to  safeguard  their  business interests and goodwill in the event of your resignation from Employment for any  reason,  you  agree  to  give  your  Employer  advance  notice  of  your  resignation.   The  duration of the advance notice you provide (the “Notice Period”) will be determined  at  the time you deliver such notice, as follows:               (i)   if you are a member of the Management Committee, you will give        180 days’ advance notice;               (ii)  if you are an Executive Vice President (but not a member of the        Management Committee), you will give ninety (90) days’ advance notice;                (iii) If  you  are  a  Senior  Vice  President  or  Senior  Managing  Director,        you will give sixty (60) days’ advance notice; and               (iv)  if  you  are  a  Managing  Director  or  Vice  President,  you  will  give        thirty (30) days’ advance notice.         (c)   During the Notice Period, you will cooperate with your Employer, as well  as the Company and its Subsidiaries, and provide them with any requested information  to  assist  with  transitioning  your  duties,  accomplishing  its  or  their  business,  and/or  preserving its or their client relationships.           (d)   In  its  sole  discretion,  during  the  Notice  Period,  your  Employer  or  the  Company may place you on a partial or complete leave of absence and relieve you of  some  or  all  of  your  duties  and  responsibilities.   Except  as  provided  otherwise  in  (f)  below, at all times during the Notice Period you shall continue to be an employee of your  Employer, shall continue to receive your regular salary and benefits (although you may  not be eligible for any new incentive compensation awards or, subject to applicable law,  to  accrue  any  paid  vacation  time),  and  shall  continue  to  comply  with  the  applicable  policies of your Employer, the Company and its Subsidiaries.           (e)   You  agree  that  should  you  fail  to  provide  advance  notice  of  your  resignation as required in this Paragraph 4, your Employer, the Company or any of its  Subsidiaries shall be entitled to seek injunctive relief restricting you from employment for  a  period  equal  to  the  period  for  which  notice  of  resignation  was  required  but  not  provided, and for the period of restriction under Paragraph 5, if applicable, in addition to  any other remedies available under law.          (f)   If  you  have  sixty (60)  or  fewer  days’  notice  remaining  in  your  required  Notice  Period  under  this  Paragraph  4,  your  Employer,  or  the  Company,  or  any  of  its  Subsidiaries may, at any time during the remainder of your Notice Period, release you  from  your  obligations  under  this Paragraph  4  and  give  immediate  effect  to  your  resignation; provided that such action shall not affect your other obligations under this  Countries Addendum.                                                                              78                                       





 






         (g)   Notwithstanding  the  foregoing,  if  you  hold  the  title  of  Executive  Vice  President  or  higher  this Paragraph  4  shall  not  apply  in  the  event  you  terminate  your  Employment for Good Reason on or prior to the first anniversary of a Change in Control  (each as defined in the Plan).   5.     Non-Competition.         (a)   This Paragraph 5 shall apply to you at all times during your Employment  and,  in  certain  circumstances,  will  continue  to  apply  following  the  termination  of  your  Employment.   You  should  review  it  carefully  and  may,  if  you  wish,  consult  with  an  attorney before accepting this Award.         (b)   During  your  Employment,  and  following its  termination  for  the  period  of  time  specified  in  Paragraph  5(c)  below  (the  entire  period,  including  both  during  Employment  and  after  Employment,  if  any,  the  “Non-Compete  Period”),  you  will  not,  anywhere  in  the  Restricted  Area, for  yourself  or any  other person  or  entity,  directly  or  indirectly, in any Restricted Capacity, engage in, provide services to, consult for, or be  employed  by  a  business  that  provides  products  or  services  competitive  with  any  products  or  services  of  your  Employer,  the  Company  or  any  of  its  Subsidiaries  with  respect to which you were involved at any time during your Employment or, with respect  to the portion of the Non-Compete Period that follows termination of your Employment,  within the two years preceding the date of the termination of your Employment.         (c)   Unless one of the exceptions in Paragraph 5(d) applies to you, the Non- Compete Period will continue after the termination of your Employment for any reason  under the following circumstances:                                                        Then the Non-            If at the time of termination:            Compete Period                                                       will continue for:                   You were an Executive Vice President or             higher                   You were a Vice President or higher and your             Employer was Charles River Development at any             time during the twelve (12) months immediately             preceding the termination of your Employment  12 months                   You were a Client Executive (as so             designated by the Company or any Subsidiary) at             any time during the twelve (12) months             immediately preceding the termination of your             Employment.                                                        Then the Non-            If none of the above apply, but one of the                                                       Compete Period             following was true at any time during the                                                       will continue for:             twelve (12) months immediately preceding the                                                                           79                                       





 






              termination of your Employment:                   You were a Managing Director, Senior             Managing Director or Senior Vice President                                                            6 months             working in one of the Specified Job Families             (defined below)                  You were a Vice President working in one of                                                            3 months             the Specified Job Families                        (d)   “Restricted Area” means anywhere that your Employer, the Company or  any  of  its  Subsidiaries  markets  its  products  or  services  (which  you  acknowledge  specifically includes the entire world), or with respect to the portion of the Non-Compete  Period  that  follows  termination  of  your  Employment,  anywhere  in  which  you  provided  services  or  had  a  material  presence  or  influence  on  behalf  of  your  Employer,  the  Company  or  any  of  its  Subsidiaries  at  any  time  within  the  2-year  period  immediately  preceding such termination.         (e)   “Restricted Capacity” means any capacity, or with respect to the portion  of the Non-Compete Period that follows termination of your Employment, any capacity  that  is  the  same  or  similar  to  the  capacity  in  which  you  were  employed  by  your  Employer, the Company or any of its Subsidiaries at any time within the 2-year period  immediately preceding such termination and/or involves any services that you provided  to your Employer, the Company or any of its Subsidiaries at any time within such 2-year  period.         (f)   “Specified  Job  Families”  are  those job families  which  State  Street  has  identified as having access to confidential and proprietary information, trade secrets, or  good  will  that  require  protection  following  termination  of  Employment  for  any  reason.  Specified Job Families are listed in Appendix C.  You can find your Job Family in the  State  Street  human  resources information system  (in  MyWorkday,  navigate  to  View  Profile  by  clicking  the cloud  icon  in  the upper  right corner  of  your  screen,  click  View  Profile, and then select the Job tab).   6.     Definitions – Countries  Addendum.  For  the  purpose  of  this  Countries  Addendum, the following terms are defined as follows:           (a)   “Client” means a prospective, present or former customer or client of the  Company or any of its Subsidiaries with whom you have had, or with whom persons you  have  supervised  have  had,  substantive  and  recurring  personal  contact  during  your  Employment with the Company or any of its Subsidiaries.  A former customer or client  means a customer or client for which the Company or any of its Subsidiaries stopped  providing all services within twelve (12) months prior to the date your Employment with  your Employer ends.           (b)   “Confidential  Information”  includes  but  is  not  limited  to  all  trade  secrets,  trade  knowledge,  systems,  software,  code,  data  documentation,  files,  formulas,                                                                          80                                       





 






   processes,  programs,  training  aids,  printed  materials,  methods,  books,  records,  client  files, policies  and  procedures,  client  and  prospect  lists,  employee  data  and  other  information relating to the operations of the Company or any of its Subsidiaries and to its  or  any  of  their  customers,  and  any  and  all  discoveries,  inventions  or  improvements  thereof made or conceived by you or others for the Company or any of its Subsidiaries  whether  or  not  patented  or  copyrighted,  as  well  as  cash  and  securities  account  transactions  and  position  records  of  clients,  regardless  of  whether  such  information  is  stamped “confidential.”          (c)    “Person” means an individual, a corporation, a limited liability company,  an  association,  a  partnership,  an  estate,  a  trust  and  any  other  entity  or  organization,  other than your Employer, the Company or any of its Subsidiaries.         (d)    “Solicitation  of  Business”  means  the  attempt  through  direct  or  indirect  contact by you or by any other Person with your assistance to induce a Client to:                 (i)   transfer  the  Client’s  business  from  the  Company  or  any  of  its        Subsidiaries to any other person or entity;                (ii)  cease or curtail the Client’s business with the Company or any of        its Subsidiaries; or                (iii) divert  a  business  opportunity  from  the  Company  or  any  of  its        Subsidiaries to any other person or entity.           (e)   “Subsidiaries”  means  any  entity  controlling,  controlled  by  or  under  common control with the Company, including direct and indirect subsidiaries existing as  of the date of this Agreement or at any time in the future.   7.     Post-Employment Cooperation.  You agree that, following the termination of  your Employment with the Company and its Subsidiaries, you will reasonably cooperate  with the Company or the relevant Subsidiary with respect to any matters arising during  or  related  to  your  Employment,  including  but  not  limited  to  reasonable  cooperation  in  connection  with  any  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding  (even  if  such  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding arises following the date of this Award to which this Countries Addendum is  appended or following the termination of your Employment).  The Company or any of its  Subsidiaries  shall  reimburse  you  for  any  reasonable  out-of-pocket  and  properly  documented expenses you incur in connection with such cooperation.   8.     Non-Disparagement.  Subject to Paragraph 16, below, you agree that during  your  Employment  and  following  the  termination  thereof  you  shall  not  make  any  false,  disparaging, or derogatory statements to any media outlet (including Internet-based chat  rooms, message boards, any and all social media, and/or web pages), industry groups,  financial  institutions,  or  to  any  current,  former  or  prospective  employees,  consultants,  clients,  or  customers  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 or financial condition of the Company or  any of its Subsidiaries.   9.     Enforcement.  You acknowledge and agree that the promises contained in this                                                                          81                                       





 






   Countries Addendum are necessary to the protection of the legitimate business interests  of your Employer, the Company and its Subsidiaries, including without limitation its and  their Confidential Information, trade secrets and goodwill, and are material and integral  to the undertakings of the Company under this Award to which this Countries Addendum  is appended.  You further agree that one or more of your Employer, the Company and its  Subsidiaries will be irreparably harmed in the event you do not perform such promises in  accordance  with  their  specific  terms  or  otherwise  breach  the  promises  made  herein.   Accordingly,  your  Employer,  the  Company  and  any  of  its  Subsidiaries  shall  each  be  entitled to preliminary or permanent injunctive or other equitable relief or remedy without  the need to post bond, and to recover its or their reasonable attorney’s fees and costs  incurred  in  securing  such  relief,  in  addition  to,  and  not  in  lieu  of,  any  other  relief  or  remedy at law to which it or they may be entitled.  You further agree that, the periods of  restriction contained in this Countries Addendum shall be tolled, and shall not run, during  any period in which you are in violation of the terms of this Countries Addendum, so that  your  Employer,  the  Company  and  its  Subsidiaries  shall  have  the  full  protection  of the  periods  agreed  to  herein.   Should  the  Company  determine  that  any  portion  of  the  Deferred  Shares  granted  to  you  in  connection  with  this  Award  are  to  be  forfeited  on  account  of  your  breach  of  the  provisions  of  this  Countries Addendum,  any  unvested  portion of your Award will cease to vest upon such determination.   10.    No  Waiver.  No  delay  by  your  Employer,  the  Company  or  any  of  its  Subsidiaries in exercising any right under this Countries Addendum 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  your  Employer,  the  Company  or  any  of  its  Subsidiaries  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.   11.    Relationship to Other Agreements.  This Addendum supplements and does  not limit, amend or replace any other obligations you may have under applicable law or  any other agreement or understanding you may have with your Employer, the Company  or any of its Subsidiaries or pursuant to the applicable policies of any of them, whether  such  additional  obligations  have  been  agreed  to  in  the  past, or  are  agreed  to  in  the  future.   12.    Interpretation  of  Business  Protections.  The  agreements  made  by  you  in  Paragraphs 1, 2, 3, 4 and 5 above 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 of the provisions to this Countries Addendum is severable  and  independently  enforceable  without  reference  to  the  enforcement  of  any  other  provision.  If any restriction set forth in this Countries Addendum is found by any court of  competent jurisdiction to be unenforceable because it extends for too long a period of  time or over too great a range of activities or in too broad a geographic area, it shall be  interpreted  to  extend  only  over  the  maximum  period  of  time, range  of  activities  or  geographic area as to which it may be enforceable.   13.    Assignment.  Except as provided otherwise herein, this Countries Addendum  shall  be  binding  upon  and  inure  to  the  benefit  of  both  parties  and  their  respective  successors and assigns, including any person or entity which acquires the Company or  its assets or business; provided, however, that your obligations are personal and may  not be assigned by you.                                                                           82                                       





 






   14.    Electronic  Acceptance.  By  accepting  this  Award  electronically,  you  will  be  deemed  to  have  acknowledged  and  agreed  that  you  are  bound  by  the  terms  of  this  Countries Addendum, and it shall be deemed to have been accepted by the Company.   You  agree  that  this  electronic  acceptance  by  both  you  and  the  Company  shall  be  deemed equivalent to the Award having been signed by both parties.   15.    Notification  Requirement.  Until  forty-five  (45)  days  after  the  period  of  restriction under Paragraph 5 expires, you shall give notice to the Company of each new  business activity you plan to undertake, at least five (5) business days prior to beginning  any such activity.  Such notice shall state the name and address of the Person for whom  such  activity  is  undertaken  and  the  nature  of  your  business  relationship(s)  and  position(s) with such Person.  You shall provide the Company with such other pertinent  information concerning such business activity as the Company may reasonably request  in  order  to  determine  your  continued  compliance  with  your  obligations  under  this  Countries Addendum.   16.    Certain Limitations.         (a)   Nothing in this Countries Addendum prohibits you from reporting possible  violations of any applicable law or regulation to any governmental agency or regulatory  authority  or  from  making  other  disclosures  that  are  protected  under  the  whistleblower  provisions of federal law or regulation.  Moreover, nothing in this Countries Addendum  requires you to notify the Company that you have made any such report or disclosure.   However,  in  connection  with  any  such  activity,  you  acknowledge  you  must  take  reasonable precautions to ensure that any Confidential Information that is disclosed to  such authority is not made generally available to the public, including by informing such  authority of the confidentiality of the same.         (b)   You shall not be held criminally or civilly liable under any applicable trade  secret laws if you disclose a Company trade secret:                (i)   in confidence to a regulatory or government official, either directly              or  indirectly,  or  to  an  attorney,  solely  for  the  purposes  of  reporting  or              investigating a suspected violation of law; or               (ii)  in  a  complaint  or  other  document  filed  in  a  lawsuit  or  other              proceeding, if such filing is made under seal.         (c)   Despite the foregoing, you also acknowledge that you are not permitted to  disclose  to  any  third-party,  including  any  governmental  or  regulatory  authority,  any  information learned in the course of your Employment that is protected from disclosure  by  any  applicable  privilege,  including  but  not  limited  to  the  attorney-client  privilege,  attorney  work product  doctrine,  the  bank  examiner’s  privilege,  and/or  privileges  applicable  to  information  to  the  extent  permitted  by  the  applicable  law,  including  information that would reveal the existence or contemplated filing of a suspicious activity  report.  Your Employer, the Company and its Subsidiaries do not waive any applicable  privileges  or  the  right  to  continue  to  protect  its  and  their  privileged  attorney-client  information, attorney work product, and other privileged information.                                                                                                                                                          83                                       





 






                               Y.  SWITZERLAND  ______________________________________________________________________                                                                              Securities  Law  Notice. Neither  this  document  nor  any other  materials  relating  to  the  Award (i) constitutes a prospectus according to articles 35 et. seq. of the Swiss Federal  Act  on  Financial  Services,  (ii) may  be  publicly  distributed  or otherwise  made  publicly  available  in  Switzerland to  any  person  other  than  an  employee  of  the  Company  or  a  Subsidiary, or (iii) has been or will be filed with, approved or supervised by any Swiss  reviewing body according to article 51 FinSa or any Swiss regulatory authority, including  the Swiss Financial Market Supervisory Authority FINMA.                                                                           Z. TAIWAN                                                   ______________________________________________________________________    No country-specific provisions.                                                                                                                                   AA.   THAILAND                                                                                                                    In consideration of your receipt of this Award, you expressly agree to comply  with the  terms  and  conditions  below  without  regard  to  whether  or  not  any  amount  has  been  forfeited, paid, delivered or repaid, under this Award at any time, including the time you  separate from service with the Company and its Subsidiaries.  Failure to comply with the  terms and conditions of this Countries Addendum may result in the sole determination of  the Company in the forfeiture of any or all of the amounts remaining to be paid under this  Award.  In addition, your eligibility to participate in the Plan in the future, including any potential  future  grants  of  awards  under  the  Plan  (or  any  successor  incentive  plan  of  the  Company),  is  subject  to  and  conditioned  on  your  compliance  with  the  terms  and  conditions of this Countries Addendum.   This  Countries Addendum contains  a  covenant  not  to  compete  in  Paragraph  5  which  shall  apply  to  you  under  the  circumstances  described  in  Paragraph  5.   You  should  review it carefully. You may consult with an attorney before accepting the Award. You  may consider whether you wish to accept the Award for up to 30 days from the date it  was  first  made  available  to  you  on  the  Website.   By  accepting  the  Award,  you  acknowledge and agree that it is fair and adequate consideration for the covenant not to  compete and other promises you make in this Countries Addendum.   All terms used herein shall have the meaning given to them in the Plan or this Award,  except as otherwise expressly provided herein.                                                                           84                                       





 






    1.    Confidentiality.           (a)   You acknowledge that you have access to Confidential Information which  is not generally known or made available to the general public and that such Confidential  Information  is  the  property  of  the  Company,  its  Subsidiaries  or  its  or  their  licensors,  suppliers  or  customers.   Subject  to  Paragraph  16,  below,  you  agree  specifically  as  follows,  in  each  case  whether  during  your  Employment  or  following  the  termination  thereof:                (i)   You  will  always  preserve  as  confidential  all  Confidential        Information, and will never use it for your own benefit or for the benefit of others;        this  includes  that  you  will  not  use  the  knowledge  of  activities  or  positions  in        clients’ securities portfolio accounts or cash accounts for your own personal gain        or for the gain of others.               (ii)  You  will  not  disclose,  divulge,  or  communicate  Confidential        Information to any unauthorized person, business or corporation during or after        the termination of your Employment with the Company and its Subsidiaries.  You        will  use  your  best  efforts  and  exercise  due  diligence  to  protect, to  not disclose        and to keep as confidential all Confidential Information.               (iii) You  will  not  initiate  or  facilitate  any  unauthorized  attempts  to        intercept data in transmission or attempt entry into data systems or files.  You will        not intentionally affect the integrity of any data or systems of the Company or any        of  its  Subsidiaries  through  the  introduction  of  unauthorized  code  or  data,  or        through  unauthorized  deletion  or  addition.   You  will  abide  by  all  applicable        Corporate Information Security procedures.               (iv)  Upon  the  earlier  of  request  or  termination  of  Employment,  you        agree to return to the Company or the relevant Subsidiaries, or if so directed by        the Company or the relevant Subsidiaries, destroy any and all copies of materials        in your possession containing Confidential Information.         (b)   The  terms  of  this  Countries Addendum do  not  apply  to  any  information  which is previously known to you without an obligation of confidence or without breach of  this Countries Addendum, is publicly disclosed (other than by a violation by you of the  terms of this Countries Addendum) either prior to or subsequent to your receipt of such  information,  or  is  rightfully  received  by  you  from  a  third  party  without  obligation  of  confidence and other than in relation to your Employment with the Company or any of its  Subsidiaries.   State Street recognizes that certain disclosures of confidential information to appropriate  government  authorities  or  other  designated  persons  are  protected  by  “whistleblower”  and  other  laws.   Nothing  in  this  Countries Addendum is  intended  to  or  should  be  understood  or  construed  to  prohibit  or  otherwise  discourage  such  disclosures.   State  Street will not tolerate any discipline or other retaliation against employees who properly  make such legally-protected disclosures.   2.     Assignment and Disclosure.                                                                              85                                       





 






         (a)   You acknowledge that, by reason of being employed by your Employer, to  the extent permitted by law, all works, deliverables, products, methodologies and other  work product conceived, created and/or reduced to practice by you, individually or jointly  with others, during the period of your Employment by your Employer and relating to the  Company  or  any  of  its  Subsidiaries  or  demonstrably  anticipated  business,  products,  activities, research or development of the Company or any of its Subsidiaries or resulting  from any work performed by you for the Company or any of its Subsidiaries, including,  without limitation, any track record with which you may be associated as an investment  manager or fund manager (collectively, “Work Product”), that consists of copyrightable  subject matter is "work made for hire" as defined in the Copyright Act of 1976 (17 U.S.C.  §  101),  and  such  copyrights  are  therefore  owned,  upon  creation,  exclusively  by  State  Street. To the extent the foregoing does not apply and to the extent permitted by law,  you hereby assign and agree to assign, for no additional consideration, all of your rights,  title and interest in any Work Product and any intellectual property rights therein to State  Street.   You  hereby  waive  in  favor  of  State  Street  any  and  all  artist’s  or  moral  rights  (including without limitation, all rights of integrity and attribution) you may have pursuant  to any state, federal or foreign laws, rules or regulations in respect of any Work Product  and all similar rights thereto.  You will not pursue any ownership or other interest in such  Work Product, including, without limitation, any intellectual property rights.          (b)   You  will  disclose  promptly  and  in  writing  to  the  Company  or  your  Employer all Work Product, whether or not patentable or copyrightable.  You agree to  reasonably cooperate with State Street:                (i)   to  transfer  to  State  Street  the Work  Product  and  any  intellectual        property rights therein;                (ii)  to obtain or perfect such rights:                (iii) to execute all papers, at State Street’s expense, that State Street        shall  deem  necessary  to  apply  for  and  obtain  domestic  and  foreign  patents,        copyright and other registrations: and                (iv)  to protect and enforce State Street’s interest in them.           (c)   These obligations shall continue beyond the period of your Employment  with respect to inventions or creations conceived or made by you during the period of  your Employment.   3.     Non-Solicitation.          (a)   This Paragraph 3 shall apply to you at any time that you hold the title of  Vice President or higher.         (b)   You agree that, during your Employment and for a period of eighteen (18)  months from the date your Employment terminates for any reason you will not, without  the prior written consent of the Company or your Employer:                (i)   solicit,  directly  or  indirectly  (other  than  through  a  general        solicitation of employment not specifically directed to employees of the Company        or any of its Subsidiaries), the employment of, hire or employ, recruit, or in any                                                                          86                                       





 






         way  assist  another  in  soliciting  or  recruiting  the  employment  of,  or  otherwise        induce the termination of the employment of, any person who then or within the        preceding  twelve  (12)  months  was  an  officer  of  the  Company  or  any  of  its        Subsidiaries  (excluding  any  such  officer  whose  employment  was  involuntarily        terminated); or                (ii)  engage in the Solicitation of Business from any Client on behalf of        any person or entity other than the Company or any of its Subsidiaries.         (c)   For  purposes  of  this  Paragraph  3,  “officer”  shall  include  any  person  holding  a  position  title  of  Assistant  Vice  President  or  higher.   Notwithstanding  the  foregoing, this Paragraph 3 shall be inapplicable following a Change in Control.  4.     Notice Period Upon Resignation.           (a)   This Paragraph 4 shall apply to you at any time that you hold the title of  Vice President or higher.  If you are subject to an employment agreement that requires a  longer notice period, that employment agreement shall govern.         (b)   In  order  to  permit  the  Company  and  its  Subsidiaries  to  safeguard  their  business interests and goodwill in the event of your resignation from Employment for any  reason,  you  agree  to  give  your  Employer  advance  notice  of  your  resignation.   The  duration of the advance notice you provide (the “Notice Period”) will be determined  at  the time you deliver such notice, as follows:               (i)   if you are a member of the Management Committee, you will give        180 days’ advance notice;               (ii)  if you are an Executive Vice President (but not a member of the        Management Committee), you will give ninety (90) days’ advance notice;                (iii) If  you  are  a  Senior  Vice  President  or  Senior  Managing  Director,        you will give sixty (60) days’ advance notice; and               (iv)  if  you  are  a  Managing  Director  or  Vice  President,  you  will  give        thirty (30) days’ advance notice.         (c)   During the Notice Period, you will cooperate with your Employer, as well  as the Company and its Subsidiaries, and provide them with any requested information  to  assist  with  transitioning  your  duties,  accomplishing  its  or  their  business,  and/or  preserving its or their client relationships.           (d)   In  its  sole  discretion,  during  the  Notice  Period,  your  Employer  or  the  Company may place you on a partial or complete leave of absence and relieve you of  some  or  all  of  your  duties  and  responsibilities.   Except  as  provided  otherwise  in  (f)  below, at all times during the Notice Period you shall continue to be an employee of your  Employer, shall continue to receive your regular salary and benefits (although you may  not be eligible for any new incentive compensation awards or, subject to applicable law,  to  accrue  any  paid  vacation  time),  and  shall  continue  to  comply  with  the  applicable  policies of your Employer, the Company and its Subsidiaries.                                                                             87                                       





 






         (e)   You  agree  that  should  you  fail  to  provide  advance  notice  of  your  resignation as required in this Paragraph 4, your Employer, the Company or any of its  Subsidiaries shall be entitled to seek injunctive relief restricting you from employment for  a  period  equal  to  the  period  for  which  notice  of  resignation  was  required  but  not  provided, and for the period of restriction under Paragraph 5, if applicable, in addition to  any other remedies available under law.          (f)   If  you  have  sixty  (60)  or  fewer  days’  notice  remaining  in  your  required  Notice  Period  under  this  Paragraph  4,  your  Employer,  or  the  Company,  or  any  of  its  Subsidiaries may, at any time during the remainder of your Notice Period, release you  from  your  obligations  under  this  Paragraph  4  and  give  immediate  effect  to  your  resignation; provided that such action shall not affect your other obligations under this  Countries Addendum.           (g)   Notwithstanding  the  foregoing,  if  you  hold  the  title  of  Executive  Vice  President  or  higher  this  Paragraph  4  shall  not  apply  in  the  event  you  terminate  your  Employment for Good Reason on or prior to the first anniversary of a Change in Control  (each as defined in the Plan).   5.     Non-Competition.         (a)   This Paragraph 5 shall apply to you at all times during your Employment  and,  in  certain  circumstances,  will  continue  to  apply  following  the  termination  of  your  Employment.   You  should  review  it  carefully  and  may, if  you  wish,  consult  with  an  attorney before accepting this Award.         (b)   During  your  Employment,  and  following  its  termination  for  the  period  of  time  specified  in  Paragraph  5(c)  below  (the  entire  period,  including  both  during  Employment  and  after  Employment,  if any,  the  “Non-Compete  Period”),  you  will  not,  anywhere  in  the  Restricted  Area, for  yourself  or any  other  person  or  entity,  directly  or  indirectly, in any Restricted Capacity, engage in, provide services to, consult for, or be  employed  by  a  business  that  provides  products  or  services  competitive  with  any  products  or  services  of  your  Employer,  the  Company  or  any  of  its  Subsidiaries  with  respect to which you were involved at any time during your Employment or, with respect  to the portion of the Non-Compete Period that follows termination of your Employment,  within the two years preceding the date of the termination of your Employment.         (c)   Unless one of the exceptions in Paragraph 5(d) applies to you, the Non- Compete Period will continue after the termination of your Employment for any reason  under the following circumstances:                                                        Then the Non-            If at the time of termination:            Compete Period                                                       will continue for:                   You were an Executive Vice President or             higher                                                           12 months                  You were a Vice President or higher and your             Employer was Charles River Development at any                                                                          88                                       





 






              time during the twelve (12) months immediately             preceding the termination of your Employment                   You were a Client Executive (as so             designated by the Company or any Subsidiary) at             any time during the twelve (12) months             immediately preceding the termination of your             Employment.              If none of the above apply, but one of the                                                       Then the Non-            following was true at any time during the                                                       Compete Period             twelve (12) months immediately preceding the                                                       will continue for:             termination of your Employment:                   You were a Managing Director, Senior             Managing Director or Senior Vice President                                                            6 months             working in one of the Specified Job Families             (defined below)                  You were a Vice President working in one of                                                            3 months             the Specified Job Families         (d)    “Restricted Area” means anywhere that your Employer, the Company or  any  of  its  Subsidiaries  markets  its  products  or  services  (which  you  acknowledge  specifically includes the entire world), or with respect to the portion of the Non-Compete  Period  that  follows  termination  of  your  Employment,  anywhere  in  which  you  provided  services  or  had  a  material  presence  or  influence  on  behalf  of  your  Employer,  the  Company  or  any  of  its  Subsidiaries  at  any  time  within  the  2-year  period  immediately  preceding such termination.         (e)   “Restricted Capacity” means any capacity, or with respect to the portion  of the Non-Compete Period that follows termination of your Employment, any capacity  that  is  the  same  or  similar  to  the  capacity  in  which  you  were  employed  by  your  Employer, the Company or any of its Subsidiaries at any time within the 2-year period  immediately preceding such termination and/or involves any services that you provided  to your Employer, the Company or any of its Subsidiaries at any time within such 2-year  period.         (f)   “Specified  Job  Families”  are  those job families  which  State  Street  has  identified as having access to confidential and proprietary information, trade secrets, or  good  will  that  require  protection  following  termination  of  Employment  for  any  reason.  Specified Job Families are listed in Appendix C.  You can find your Job Family in the  State  Street  human  resources information system  (in  MyWorkday,  navigate  to  View  Profile  by  clicking  the cloud  icon  in  the upper  right corner  of  your  screen,  click  View  Profile, and then select the Job tab).   6.     Definitions – Countries  Addendum.  For  the  purpose  of  this  Countries                                                                           89                                       





 






   Addendum, the following terms are defined as follows:           (a)   “Client” means a prospective, present or former customer or client of the  Company or any of its Subsidiaries with whom you have had, or with whom persons you  have  supervised  have  had,  substantive  and  recurring  personal  contact  during  your  Employment with the Company or any of its Subsidiaries.  A former customer or client  means a customer or client for which the Company or any of its Subsidiaries stopped  providing all services within twelve (12) months prior to the date your Employment with  your Employer ends.           (b)   “Confidential  Information”  includes  but  is  not  limited  to  all  trade  secrets,  trade  knowledge,  systems,  software,  code,  data  documentation,  files,  formulas,  processes,  programs,  training  aids,  printed  materials,  methods,  books,  records,  client  files,  policies  and  procedures,  client  and  prospect  lists,  employee  data  and  other  information relating to the operations of the Company or any of its Subsidiaries and to its  or  any  of  their  customers,  and  any  and  all  discoveries,  inventions  or  improvements  thereof made or conceived by you or others for the Company or any of its Subsidiaries  whether  or  not  patented  or  copyrighted,  as  well  as  cash  and  securities  account  transactions  and  position  records  of  clients,  regardless  of  whether  such  information  is  stamped “confidential.”          (c)    “Person” means an individual, a corporation, a limited liability company,  an  association,  a  partnership,  an  estate,  a  trust  and  any  other  entity  or  organization,  other than your Employer, the Company or any of its Subsidiaries.         (d)    “Solicitation  of  Business”  means  the  attempt  through  direct  or  indirect  contact by you or by any other Person with your assistance to induce a Client to:                 (i)   transfer  the  Client’s  business  from  the  Company  or  any  of  its        Subsidiaries to any other person or entity;                (ii)  cease or curtail the Client’s business with the Company or any of        its Subsidiaries; or                (iii) divert  a  business  opportunity  from  the  Company  or  any  of  its        Subsidiaries to any other person or entity.           (e)   “Subsidiaries”  means  any entity  controlling,  controlled  by  or  under  common control with the Company, including direct and indirect subsidiaries existing as  of the date of this Agreement or at any time in the future.   7.     Post-Employment Cooperation.  You agree that, following the termination of  your Employment with the Company and its Subsidiaries, you will reasonably cooperate  with the Company or the relevant Subsidiary with respect to any matters arising during  or  related  to  your  Employment,  including  but  not  limited  to  reasonable  cooperation  in  connection  with  any  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding  (even  if  such  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding arises following the date of this Award to which this Countries Addendum is  appended or following the termination of your Employment).  The Company or any of its  Subsidiaries  shall  reimburse  you  for  any  reasonable  out-of-pocket  and  properly  documented expenses you incur in connection with such cooperation.                                                                          90                                       





 






   8.     Non-Disparagement.  Subject to Paragraph 16, below, you agree that during  your  Employment  and  following  the  termination  thereof  you  shall  not  make  any  false,  disparaging, or derogatory statements to any media outlet (including Internet-based chat  rooms, message boards, any and all social media, and/or web pages), industry groups,  financial  institutions,  or  to  any  current,  former  or  prospective  employees,  consultants,  clients,  or  customers  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 or financial condition of the Company or  any of its Subsidiaries.   9.     Enforcement.  You acknowledge and agree that the promises contained in this  Countries Addendum are necessary to the protection of the legitimate business interests  of your Employer, the Company and its Subsidiaries, including without limitation its and  their Confidential Information, trade secrets and goodwill, and are material and integral  to the undertakings of the Company under this Award to which this Countries Addendum  is appended.  You further agree that one or more of your Employer, the Company and its  Subsidiaries will be irreparably harmed in the event you do not perform such promises in  accordance  with  their  specific  terms  or  otherwise  breach  the  promises  made  herein.   Accordingly,  your  Employer,  the  Company  and  any  of  its  Subsidiaries  shall  each  be  entitled to preliminary or permanent injunctive or other equitable relief or remedy without  the need to post bond, and to recover its or their reasonable attorney’s fees and costs  incurred  in  securing  such  relief,  in  addition  to,  and  not  in  lieu  of,  any  other  relief  or  remedy at law to which it or they may be entitled.  You further agree that, the periods of  restriction contained in this Countries Addendum shall be tolled, and shall not run, during  any period in which you are in violation of the terms of this Countries Addendum, so that  your  Employer,  the  Company  and  its  Subsidiaries  shall  have  the  full  protection  of  the  periods  agreed  to  herein.   Should  the  Company  determine  that  any  portion  of  the  Deferred  Shares  granted  to  you  in  connection  with  this  Award  are  to  be  forfeited  on  account  of  your  breach  of  the  provisions  of  this  Countries Addendum,  any  unvested  portion of your Award will cease to vest upon such determination.   10.    No  Waiver.  No  delay  by  your  Employer,  the  Company  or  any  of  its  Subsidiaries in exercising any right under this Countries Addendum 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  your  Employer,  the  Company  or  any  of  its  Subsidiaries  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.   11.    Relationship to Other Agreements.  This Addendum supplements and does  not limit, amend or replace any other obligations you may have under applicable law or  any other agreement or understanding you may have with your Employer, the Company  or any of its Subsidiaries or pursuant to the applicable policies of any of them, whether  such  additional  obligations  have  been  agreed  to  in the  past,  or  are  agreed  to  in  the  future.   12.    Interpretation  of  Business  Protections.  The  agreements  made  by  you  in  Paragraphs 1, 2, 3, 4 and 5 above 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 of the provisions to this Countries Addendum is severable  and  independently  enforceable  without  reference  to  the  enforcement  of  any  other                                                                          91                                       





 






   provision.  If any restriction set forth in this Countries Addendum is found by any court of  competent jurisdiction to be unenforceable because it extends for too long a period of  time or over too great a range of activities or in too broad a geographic area, it shall be  interpreted  to  extend  only  over  the  maximum  period of  time,  range  of  activities  or  geographic area as to which it may be enforceable.   13.    Assignment.  Except as provided otherwise herein, this Countries Addendum  shall  be  binding  upon  and  inure  to  the  benefit  of  both  parties  and  their  respective  successors and assigns, including any person or entity which acquires the Company or  its assets or business; provided, however, that your obligations are personal and may  not be assigned by you.    14.    Electronic  Acceptance.  By  accepting  this  Award  electronically,  you  will  be  deemed  to  have  acknowledged  and  agreed  that  you  are  bound  by  the  terms  of  this  Countries Addendum, and it shall be deemed to have been accepted by the Company.   You  agree  that  this  electronic  acceptance  by  both  you  and  the  Company  shall  be  deemed equivalent to the Award having been signed by both parties.   15.    Notification  Requirement.  Until  forty-five  (45)  days  after  the  period  of  restriction under Paragraph 5 expires, you shall give notice to the Company of each new  business activity you plan to undertake, at least five (5) business days prior to beginning  any such activity.  Such notice shall state the name and address of the Person for whom  such  activity  is  undertaken  and  the  nature  of  your  business  relationship(s)  and  position(s) with such Person.  You shall provide the Company with such other pertinent  information concerning such business activity as the Company may reasonably request  in  order  to  determine  your  continued  compliance  with  your  obligations  under  this  Countries Addendum.   16.    Certain Limitations.         (a)   Nothing in this Countries Addendum prohibits you from reporting possible  violations of federal law or regulation to any governmental agency or regulatory authority  or from making other disclosures that are protected under the whistleblower provisions  of federal law or regulation.  Moreover, nothing in this Countries Addendum requires you  to notify the Company that you have made any such report or disclosure.  However, in  connection  with  any  such  activity,  you  acknowledge  you  must  take  reasonable  precautions  to  ensure  that  any  Confidential  Information  that  is  disclosed  to  such  authority  is  not  made  generally  available  to  the  public,  including  by  informing  such  authority of the confidentiality of the same.         (b)   You shall not be held criminally or civilly liable under any Federal or State  trade secret law if you disclose a Company trade secret:                (i)   in  confidence  to  a  Federal,  State,  or  local  government  official,              either  directly  or  indirectly,  or  to  an  attorney,  solely  for  the  purposes  of              reporting or investigating a suspected violation of law; or               (ii)  in  a complaint  or  other  document  filed  in  a  lawsuit  or  other              proceeding, if such filing is made under seal.                      (c)     Despite the foregoing, you also acknowledge that you are not permitted  to  disclose  to  any  third-party,  including  any  governmental  or  regulatory  authority,  any                                                                          92                                       





 






   information learned in the course of your Employment that is protected from disclosure  by  any  applicable  privilege,  including  but  not  limited  to  the  attorney-client  privilege,  attorney  work  product  doctrine,  the  bank  examiner’s  privilege,  and/or  privileges  applicable  to  information  to  the  extent  permitted  by  the  applicable  law,  including  information that would reveal the existence or contemplated filing of a suspicious activity  report.  Your Employer, the Company and its Subsidiaries do not waive any applicable  privileges  or  the  right  to  continue  to  protect  its  and  their  privileged  attorney-client  information, attorney work product, and other privileged information.                                                                  BB.  UNITED ARAB EMIRATES   ______________________________________________________________________                                                   Securities Law Notice. This document may not be distributed in the Kingdom except to  such persons as are permitted under the Rules on the Offer of Securities and Continuing  Obligations issued by the Capital Market Authority. The Capital Market Authority does  not make any representation as to the accuracy or completeness of this document, and  expressly disclaims any liability whatsoever for any loss arising from, or incurred in  reliance upon, any part of this document. Prospective recipients of the securities offered  hereby should conduct their own due diligence on the accuracy of the information  relating to the securities. If you do not understand the contents of this document, you  should consult an authorized financial adviser.                                                                                                                                                                          CC.  UNITED KINGDOM  ______________________________________________________________________    1.    Income  Tax  and  Social  Insurance  Contribution  Withholding.  Without  limitation  to Section 11 of the  Agreement,  you  hereby  agree that  you  are  liable  for  all  Tax-Related Items and hereby consent to pay all such Tax-Related Items, as and when  requested  by  the  Company  and  or  your  Employer  (if  different)  or  by  HM  Revenue  &  Customs (“HMRC”) (or any other tax authority or any other relevant authority).  You also  hereby  agree  to indemnify  and  keep  indemnified  the  Company  and  your  Employer  (if  different)  against  any  Tax-Related  Items  that  they  are  required  to  pay  or  withhold  on  your behalf or have paid or will pay to HMRC (or any other tax authority or any other  relevant  authority).  Notwithstanding  the  foregoing,  if  you  are  a  director  or  executive  officer of the Company (within the meaning of Section 13(k) of the Exchange Act), you  understand that you may not be able to indemnify the Company for the amount of any  income tax not collected from or paid by you within ninety (90) days of the end of the  U.K. tax year in which the event giving rise to the Tax-Related Items occurs as it may be  considered  to  be  a  loan  and  therefore,  it  may  constitute  a  benefit  to  you  on  which  additional  income  tax  and  National  Insurance  contributions  (“NICs”)  may  be  payable.  You understand that you will be responsible for reporting and paying any income tax due  on  this  additional  benefit  directly  to  HMRC  under  the  self-assessment  regime  and  for  paying to the Company and/or your Employer (as appropriate) the amount of any NICs                                                                           93                                       





 






   due  on  this  additional  benefit,  which  may  also  be  recovered  from  you  by  any  of  the  means referred to in Section 11 of the Agreement.      2.    Exclusion  of  Claim.  You  acknowledge  and  agree  that  you  will  have  no  entitlement to compensation or damages insofar as such entitlement arises or may arise  from your ceasing to have rights under or to be entitled to the Deferred Shares, whether  or not as a result of such termination, (whether such termination is in breach of contract  or otherwise), or from the loss or diminution in value of the Deferred Shares.  Upon the  grant  of  your  Award,  you  shall  be  deemed  irrevocably  to  have  waived  any  such  entitlement.    3.    Non-Solicitation.          (a)   This Paragraph 3 shall apply to you at any time that you hold the title of  Vice President or higher.         (b)   You  agree  that,  during  your Employment and  for  a  period  of twelve  months  (12) from  the  date  your Employment terminates  for  any  reason  you  will  not,  without the prior written consent of the Company or your Employer:                (i)   solicit,  directly  or  indirectly   the  employment  of,  hire  or  employ,              recruit,  or  in  any  way  assist  another  in  soliciting  or  recruiting  the              employment of, or otherwise induce the termination of the employment of,              any person who then or within the preceding twelve (12) months was an              Officer  of  the  Company  or  any  of  its  Subsidiaries  (excluding  any  such              Officer whose employment was involuntarily terminated) and with whom              you had substantive and reoccurring personal contact during the final six              (6) months of your employment; or                (ii)  engage in the Solicitation of Business from any Client on behalf of              any Person or entity other than the Company or any of its Subsidiaries.         (c)   “Confidential  Information”  includes  but  is  not  limited  to  all  trade  secrets,  trade knowledge, systems, software, code, connections, costings, data documentation,  files, finances, formulas, processes, production or sales information, products, programs,  research, training aids, printed materials, methods, books, records, client files, policies  and procedures, marketing strategies, client and prospect lists, employee data and other  information  (whether  in  written,  oral,  visual  or  electronic  form  and  wherever  located)  relating to the operations of the Company or any of its Subsidiaries and to its or any of  their customers, and any and all discoveries, inventions or improvements thereof made  or conceived by you or others for the Company or any of its Subsidiaries whether or not  patented  or  copyrighted,  as  well  as  cash  and  securities  account  transactions  and  position  records  of  clients,  regardless  of  whether  such  information  is  stamped  “confidential.”          (d)   “Solicitation  of  Business”  means  the  attempt  through  direct  or  indirect  contact by you or by any other Person with your assistance to induce a Client to:                 (i)   transfer  the  Client’s  business  from  the  Company  or  any  of  its              Subsidiaries to any other person or entity;                                                                           94                                       





 






               (ii)  cease or curtail the Client’s business with the Company or any of              its Subsidiaries; or                (iii) divert  a  business  opportunity  from  the  Company  or  any  of  its              Subsidiaries to any other Person.             (e)   “Officer” shall include any person holding a position title of Assistant Vice  President  or  higher.   Notwithstanding  the  foregoing,  this Paragraph  3 shall  be  inapplicable following a Change in Control.          4.    Notice  and  Non-Compete. In  consideration  of  your  receipt  of  this  Award,  you  expressly  agree  to  comply  with  the  terms  and  conditions  below  without  regard  to  whether  or  not  any  amount  has  been  forfeited,  paid, delivered  or  repaid,  under  this  Award at any time, including the time you separate from service with your Employer, the  Company and its Subsidiaries.  It is a condition of this Award that, if you fail to comply  with the terms and conditions below, then the Company may in its absolute discretion  determine that any or all of the amounts remaining to be paid under this Award should  be forfeited.  All terms used herein shall have the meaning given to them in the Plan or the Award,  except as otherwise expressly provided herein.        (a)   Notice Period Upon Resignation.                 (i)   In order to permit the Company and its Subsidiaries to safeguard        their  business  interests  and  goodwill  in  the  event  of  your  resignation  from        Employment for any reason, you agree to give your Employer advance notice of        your  resignation.  The  duration  of  the  advance  notice  you  provide  (the  “Notice        Period”) will be determined by your title at the time you deliver such notice, as        follows:               (1)   If you are a member of the State Street Corporation Management              Committee, you will give 180 days’ advance notice;                (2)   If  you  are  an Executive  Vice  President but  not a  member  of  the              Management Committee), you will give 90 days’ advance notice;                (3)   If  you  are  a  Senior  Vice  President  or  Senior  Managing  Director,              you will give sixty (60) days’ advance notice; and               (4)   If  you  are  a  Managing  Director  or  Vice  President,  you  will  give              thirty (30) days’ advance notice.         For  the  avoidance  of  doubt,  the  Notice  Periods  set  out  above  shall  be  subject        always to any contractual obligation you have to give a longer period of notice of        termination  of  your Employment (whether  such  obligation  is  contained  in  your        contract of Employment or any other agreement to which you are a party).               (ii)  During the Notice Period, you will cooperate with your Employer,        as  well  as  the  Company  and  its  Subsidiaries,  and  provide  them  with  any        requested information to assist with transitioning your duties, accomplishing its or        their  business,  and/or  preserving  its or  their  client  relationships.  In  its  sole                                                                          95                                       





 






                   discretion, during the Notice Period, your Employer or the Company may place  you on a partial or complete leave of absence and relieve you of some or all of  your duties and responsibilities.  Except as provided otherwise in (iii) below, at all  times  during  the  Notice  Period  you  shall  continue  to  be  an  employee  of  your  Employer, shall continue to receive your regular salary and benefits  and you will  continue to comply with the applicable policies of your Employer, the Company,  and  its  Subsidiaries.  However,  you  will  not  be  eligible  for  any  incentive  compensation  awards  made  on  or  after the first day  of the  Notice  Period  or to  accrue any vacation save as required by statute.         (iii) In  its  sole  discretion,  at  any  time  during  the  Notice  Period,  the  Company  or  your  Employer  may  release  you  from  your  obligations  under  this  Paragraph  (a)  by  giving  immediate  effect  to  your  resignation  and  making  a  payment of basic salary in lieu of any notice due; provided that such action shall  not affect your other obligations under this Countries Addendum.    (b)   Non-Competition.         (i)   This  Paragraph  (b)  shall  apply  to  you  at all  times  during  your  Employment  and,  in  certain  circumstances,  will  continue  to  apply following  the  termination of your Employment.  You should review it carefully and may, if you  wish, consult with an attorney before accepting this Award.         (ii)  During  your Employment and  following  its  termination  for the  period of time specified in Paragraph 4(b)(iii) below (the entire period, including  both  during  Employment  and  after  Employment,  if any, the  “Non-Compete  Period”), you will not within the Restricted Territory, directly or indirectly, whether  as owner, director, partner, investor, consultant, agent, employee, co-venturer or  otherwise  and  whether  alone  or  in  conjunction  with  or  on  behalf  of  any  other  person:         (1)   become  engaged,  employed,  concerned  or  interested  in  or        provide  technical,  commercial  or  professional  advice  to,  any  Person        which supplies or provides (or intends to supply or provide) Products or        Services in competition with such parts of the business of the Employer or        any Relevant Group Company with which you were materially engaged or        involved or for which you were responsible during the Relevant Period;         (2)   compete with your Employer or any Relevant Group Company, or        undertake any planning for any business competitive with the business of        your Employer or any Relevant Group Company; or         (3)   engage in any manner in any activity that is directly or indirectly        competitive or potentially competitive with the business of your Employer,        or  any  Relevant  Group  Company  as  conducted  or  under  consideration        during  the  Relevant  Period  and  further  agree  not  to  work  or  provide        services,  in  any  capacity,  whether  as  an  employee, independent        contractor  or  otherwise,  whether  with  or  without  compensation,  to  any        Person  who  is  engaged  in  any  business  that  is  competitive  with  the        business  of  your  Employer  or  any  Relevant  Group  Company,  as        conducted or in planning during the Relevant Period.                                                                96                                 





 






                              (iii) The  Non-Compete  Period  will  continue  after  the  termination  of       your Employment for any reason under the following circumstances:                                                       Then the Non-           If at the time of termination:            Compete Period                                                      will continue for:                  You were an Executive Vice President or            higher                  You were a Vice President or higher and your            Employer was Charles River Development at any            time during the twelve (12) months immediately            preceding the termination of your Employment  12 months                  You were a Client Executive (as so            designated by the Company or any Subsidiary) at            any time during the twelve (12) months            immediately preceding the termination of your            Employment.             If none of the above apply, but one of the                                                      Then the Non-           following was true at any time during the                                                      Compete Period            twelve (12) months immediately preceding the                                                      will continue for:            termination of your Employment:                  You were a Managing Director, Senior            Managing Director or Senior Vice President                                                           6 months            working in one of the Specified Job Families            (defined below)                 You were a Vice President working in one of                                                           3 months            the Specified Job Families                      (iv)  The period of months referred to in Paragraph (b)(iii) above will be       reduced by one day for every day during which, at the Employer’s direction, you       are on a complete leave of absence pursuant to Paragraph 4(a)(ii) above.              (v)   Nothing  in  this  Paragraph  (b)  shall  prevent  your  ownership for       investment  purposes only of shares  or  other  securities  of two  percent  (2%)  or       less of the total issued capital of any company whether or not its securities are       publicly traded.       (c)   Definitions.  For the purpose of this Countries Addendum, the following  terms are defined as follows:                                                                           97                                      





 






               (i)   “Client” means a prospective, present or former customer or client        of the Company or any of its Subsidiaries with whom you have had, or with whom        persons  you  have  supervised,  have  had  substantive  and  recurring  personal        contact during the last twelve (12) months of your Employment with the Company        or  any  of  its  Subsidiaries.   A  former  customer  or  client  means  a  customer  or        client  for  which  the  Company  or  any  of  its  Subsidiaries  stopped  providing  all        services within twelve (12) months prior to the date your Employment with your        Employer ends.                 (ii)  “Products or Services” means any products or services which are        of  the  same  kind  as,  of  a  materially  similar  kind  to,  or  competitive  with,  any        products or services supplied or provided by your Employer or Relevant Group        Company and with which you were materially concerned or connected within the        Relevant Period.               (iii) “Person”  means  an  individual,  a  corporation,  a  limited  liability        company, an association, a partnership, a limited liability partnership, an estate,        a trust and any other entity or organization (whether conducted on its own or as        part  of  a  wider  entity),  other  than  your  Employer,  the  Company  or  any  of  its        Subsidiaries.               (iv)  “Relevant  Group  Company”  means  the  Company  and/or  any        Subsidiaries for which you have performed services or in respect of which you        have had operational or managerial responsibility at any time during the Relevant        Period.               (v)    “Relevant  Period”  means  the  period  of  24  months  immediately        before the date of termination of your Employment, or (where such provision is        applied) the date of commencement of any period of complete leave of absence        pursuant to Paragraph 3(a)(ii).               (vi)  “Restricted Territory” means any area or territory:               (1)   in which you worked during the Relevant Period; and/or               (2)   in relation to which you were responsible for, or materially involved              in, the supply of Products or Services in the Relevant Period.               (vii) “Specified Job Families” are those job families which State Street        has identified as having access to confidential and proprietary information, trade        secrets, or good will that require protection following termination of Employment        for any reason. Specified Job Families are listed in Appendix C.  You  can find        your Job  Family  in  the  State  Street  human  resources information system  (in        MyWorkday, navigate to View Profile by clicking the cloud icon in the upper right        corner of your screen, click View Profile, and then select the Job tab).               (viii) “Subsidiaries” means any entity controlling, controlled by or under        common  control  with  the  Company,  including  direct  and  indirect  subsidiaries        existing as of the date of this Agreement or at any time in the future.  5.    Post-Employment  Cooperation.   You  agree  that,  following  the  termination  of  your Employment with the Company and its Subsidiaries, you will reasonably cooperate                                                                          98                                       





 






   with the Company or the relevant Subsidiary with respect to any matters arising during  or  related  to  your Employment,  including  but  not  limited  to  reasonable  cooperation  in  connection  with  any  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding  (even  if  such  litigation,  governmental  investigation,  or  regulatory  or  other  proceeding arises following the date of this Award to which this Countries Addendum is  appended or following the termination of your Employment).  The Company or any of its  Subsidiaries  shall  reimburse  you  for  any  reasonable  out-of-pocket  and  properly  documented expenses you incur in connection with such cooperation.  6.    Enforcement.  You acknowledge and agree that the promises contained in this  Countries Addendum are necessary to the protection of the legitimate business interests  of your Employer, the Company and its Subsidiaries, including without limitation its and  their confidential information, trade secrets and goodwill, and are material and integral to  the undertakings of the Company under this Award to which this Countries Addendum is  appended.  You further agree that one or more of your employer, the Company and its  Subsidiaries will be irreparably harmed in the event you do not perform such provisions  in accordance with their specific terms or otherwise breach the promises made herein.   Accordingly,  your  Employer,  the Company  and  any  of  its  Subsidiaries  shall  each  be  entitled to preliminary or permanent injunctive or other equitable relief or remedy without  the need to post bond, and to recover its or their reasonable attorney’s fees and costs  incurred  in  securing  such relief,  in  addition  to,  and  not  in  lieu  of,  any  other  relief  or  remedy at law to which it or they may be entitled, including the immediate forfeiture of  any  as-yet  unvested  portion  of  the  Award.  You  further  agree  that,  the  periods  of  restriction contained in this Countries Addendum shall be tolled, and shall not run, during  any period in which you are in violation of the terms of this Countries Addendum, so that  your  Employer,  the  Company  and  its  Subsidiaries  shall  have  the  full  protection  of  the  periods agreed to herein.  7.    No Waiver.  No delay by your Employer, the Company or any of its Subsidiaries  in exercising any right under this Countries Addendum 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 your Employer, the Company or any of its Subsidiaries 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.  8.    Relationship  to  Other  Agreements.   This  Addendum  supplements  and  does  not limit, amend or replace any other obligations you may have under applicable law or  any other agreement or understanding you may have with your Employer, the Company  or any of its Subsidiaries or pursuant to the applicable policies of any of them, whether  such  additional  obligations  have  been  agreed  to  in  the  past,  or  are  agreed  to  in  the  future.  9.    Interpretation  of  Business  Protections.   The  agreements  made  by  you  in  Paragraphs 3  and  4 above  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  of  the  provisions  to  this  Countries  Addendum  is  severable  and  independently enforceable without reference to the enforcement of any other provision.   If any restriction set forth in this Countries Addendum is found by any court of competent  jurisdiction to be unenforceable because it extends for too long a period of time or over  too great a range of activities or in too broad a geographic area, it shall be interpreted to  extend only over the maximum period of time, range of activities or geographic area as  to which it may be enforceable.                                                                           99                                       





 






   10.   Assignment.   Except  as  provided  otherwise  herein,  this  Countries  Addendum  shall  be  binding  upon  and  inure  to  the  benefit  of  both  parties  and  their  respective  successors and assigns, including any person or entity which acquires the Company or  its assets or business; provided, however, that your obligations are personal and may  not be assigned by you.  11.   Electronic  Acceptance.   By  accepting  this  Award  electronically,  you  will  be  deemed  to  have  acknowledged  and  agreed  that  you  are  bound  by  the  terms  of  this  Countries Addendum, and it shall be deemed to have been accepted by the Company.  12.   Notification Requirement.  Until 45 days after the period of restriction under this  Paragraph  4  (b)  expires,  you  shall  give  notice  to  the  Company  of  each  new  business  activity  you  plan  to  undertake,  at  least  5  business  days prior  to  beginning  any  such  activity.   Such  notice  shall  state  the  name  and  address  of  the  Person  for  whom  such  activity is undertaken and the nature of your business relationship(s) and position(s) with  such  Person.   You  shall  provide  the  Company  with  such  other  pertinent  information  concerning such business activity as the Company may reasonably request in order to  determine  your  continued  compliance  with  your  obligations  under  this  Countries  Addendum.  13.   Certain Limitations        (a)   Nothing  this  Countries  Addendum prohibits  you  from  reporting  possible  violations of law or regulation to any governmental agency or regulatory authority or from  making other disclosures that are protected under the whistleblower provisions of law or  regulation.   Moreover,  nothing  in  this Countries  Addendum  requires  you  to  notify  the  Company that you have made any such report or disclosure.  However, in connection  with  any  such  activity,  you  acknowledge  you  must  take  reasonable  precautions  to  ensure that any confidential information that is disclosed to such authority is not made  generally  available  to  the  public,  including  by  informing  such  authority  of  the  confidentiality of the same.        (b)   Despite the foregoing, you also acknowledge that you are not permitted to  disclose  to  any  third-party,  including  any  governmental  or  regulatory  authority,  any  information learned in the course of your Employment that is protected from disclosure  by  any  applicable  privilege,  including  but  not  limited  to  the  attorney-client  privilege,  attorney  work  product  doctrine,  the  bank  examiner’s  privilege,  and/or  privileges  applicable to information covered by the Bank Secrecy Act (31 U.S.C. §§ 5311-5330),  including  information  that  would  reveal  the  existence  or  contemplated  filing  of  a  suspicious  activity  report.   Your  Employer,  the  Company  and  its  Subsidiaries  do  not  waive any applicable privileges or the right to continue to protect its and their privileged  attorney-client information, attorney work product, and other privileged information.                               *          *          *         *         *                                                                                                                                          100                                       





 






                                 APPENDIX B                                                                   OFFER DOCUMENT                                                                                                                                                                                                                     STATE STREET CORPORATION                        2017 STOCK INCENTIVE PLAN                                                                                                                                                                                OFFER OF DEFERRED STOCK TO                                 AUSTRALIAN                            RESIDENT EMPLOYEES                                                                                                                                                                                GRANT DATE: [                             ]                                                                                                                    INVESTMENT  IN  SHARES  INVOLVES  A  DEGREE  OF RISK.   EMPLOYEES  WHO  ELECT   TO   PARTICIPATE   IN   THE   PLAN   SHOULD    MONITOR    THEIR  PARTICIPATION  AND  CONSIDER  ALL  RISK  FACTORS  RELEVANT  TO  THE  PURCHASE OF COMMON STOCK UNDER THE PLAN AS SET OUT IN THIS OFFER  DOCUMENT  AND  THE  ADDITIONAL DOCUMENTS.   ANY  ADVICE CONTAINED IN  THIS  OFFER  DOCUMENT   IN  RELATION  TO  THE  DEFERRED  STOCK  BEING  OFFERED  UNDER  THE  PLAN  DOES  NOT  TAKE  INTO  ACCOUNT  THE  OBJECTIVES,  FINANCIAL  SITUATION  AND  NEEDS  OF  ANY       INDIVIDUAL  EMPLOYEE.   EMPLOYEES      SHOULD  CONSIDER  OBTAINING  THEIR      OWN  FINANCIAL PRODUCT ADVICE FROM AN INDEPENDENT PERSON LICENSED BY  THE  AUSTRALIAN  SECURITIES  AND  INVESTMENTS  COMMISSION  TO  GIVE  ADVICE ABOUT PARTICIPATING IN THE PLAN.                                                                                           101                                       





 






                                  OFFER OF                            DEFERRED STOCK TO                      AUSTRALIAN RESIDENT EMPLOYEES                                                             STATE STREET CORPORATION                        2017 STOCK INCENTIVE PLAN                                        We  are  pleased  to  provide  you  with  this  offer  to  participate  in  the  State  Street  Corporation 2017 Stock Incentive  Plan   (Plan).  This  Offer  Document  sets  out  information  about  grants  of  Deferred Stock (referenced  as  “Restricted Common  Stock  Units” in the Plan) (Awards) under the Plan and the Deferred Stock Award Agreement  (Agreement)  to  Australian  resident  employees  of  subsidiaries  of  State  Street  Corporation  (Company).   The  purpose  of  the  Plan  is  to  advance  the  interests  of  the  Company by providing for the grant of Common Stock-based Awards.     Capitalized terms used but not otherwise defined herein shall have the same meanings  ascribed to the in the Plan.    1.      OFFER   This is an Offer of Deferred Stock, as may be granted from time to time in accordance  with the Plan by the Company to selected eligible employees of Australian Affiliates.    The grant of Deferred Stock under the Plan is intended to comply with the provisions of  the  Australian  Corporations  Act  2001  (Cth)  (Corporations  Act  2001),  Australian  Securities and  Investment  Commission  (ASIC)  Regulatory  Guide  49  and  ASIC  Class  Order 14/1000.          2.      TERMS OF GRANT   The terms of your Award incorporate the rules of the Plan, this Offer Document and your  Agreement.   By  accepting  your  Award,  you  will  be  bound  by  the  rules  of  this  Offer  Document, the Plan and your Agreement.    3.      ADDITIONAL DOCUMENTS   In  addition  to  the  information  set  out  in  this  Offer  Document,  the  following  attached  documents  provide  further  information  necessary  to  make  an  informed  decision  about  participating in the Plan:          (a)       the Plan and related U.S. prospectus;          (b)       the Agreement and the Countries Addendum;         (c)       the Australian Addendum; and         (d)       the Employee Information Supplement.          (collectively, Additional Documents).                                                                             102 





 






   The  Plan  document  sets  out,  among  other  details,  the  nature  of  your  Award  and  the  consequences of a change in the nature or status of your Employment.    To  the  extent  of  any  inconsistency  between  (a)  this  Offer  Document  or  the  Australian  Addendum  and  (b)  any  Additional  Document  (other  than  the  Offer  Document  and  Australian Addendum), the terms of the Offer Document will apply.      4.      RELIANCE ON STATEMENTS   You should not rely upon any oral statements made to you in relation to this Offer.  You  should  only  rely  upon  the  statements  contained  in  this  Offer  Document  and  the  Additional Documents when considering your participation in the Plan.    5.      WHO IS ELIGIBLE TO PARTICIPATE   You are eligible to participate in the Plan if, at the time of the offer, you are an Australian  resident employee, officer, consultant, advisor or non-employee Director of the Company  or an Australian subsidiary and meet the eligibility requirements established under the  Plan.   6.      ACCEPTING AN AWARD   Your Agreement sets out the key details of your Award.  To accept your grant you must  expressly accept the Award within the period set out in your Agreement, and in any case  no more than thirty (30) days from the date on which the Board made the determination  to grant the Award.    7.      WHAT ARE THE MATERIAL TERMS OF AN AWARD?          (a)              What is Deferred Stock?          A Deferred Stock Award represents the right to receive shares of Common Stock of the  Company on fulfilment of the time-based vesting conditions set out in your Agreement.   When your Deferred Stock vests, you will be issued shares of the Company’s Common  Stock at  no  monetary  cost  to  you.   The Deferred Stock is  considered  “restricted”  because  it  will  be  subject  to  forfeiture  and  restrictions  on  transfer  until  it  vests.   The  restrictions will be set forth in the attached Agreement.           (b)      Do  I  have  to  pay  any  money  to  receive  the  Deferred Stock                  Award?    No.  You do not pay any monetary consideration to receive this Award, and you do not  pay any monetary consideration to receive the shares of Common Stock subject to your  Award upon vesting.                 (c)      How many shares of Common Stock will I receive upon vesting                  of my Deferred Stock Award?    Your  Agreement  will  indicate  the  number  of  shares  of Common  Stock subject  to  your  Award.                                                                                   103 





 






         (d)       When do I become a Stockholder?          You are not a stockholder merely as a result of holding an Award, and your Award does  not entitle you to vote or receive dividends, notices of meeting, proxy statements or other  materials provided to stockholders until the shares of Common Stock are issued to you  upon vesting.  You should also refer to your Agreement for details of the consequences  of a change in the nature of your Employment.                (e)         Can I transfer my Award to someone else?          No.   However,  once  shares  of Common  Stock are  issued  to  you  upon  vesting,  the  shares  will  be  freely  tradeable  and  transferable.   Please  note,  though,  the  possible  disclosure obligations included under clause 9.    8.      WHAT IS A SHARE OF STOCK IN THE COMPANY?    Common  stock  of  a  U.S.  corporation  is  analogous  to  ordinary  shares  of  an  Australian  company.   Each  holder  of Common  Stock is  entitled  to  one  vote  for  every  share  of  Common Stock held in the Company.   Dividends  may  be  paid  on  the  shares  of Common  Stock out  of  any  funds  of  the  Company legally available for dividends at the discretion of the Board of Directors of the  Company.    The shares of Common Stock are traded on the New York Common Stock Exchange and  are traded under the symbol STT.   Shares of Common Stock are not liable to any further calls for payment of capital or for  other assessment by the Company and have no sinking fund provisions, pre-emptive rights,  conversion rights or redemption provisions.    9.      HOW  CAN  I  OBTAIN  UPDATED  INDICATIVE  EXAMPLES  OF  THE          CURRENT MARKET PRICE IN AUSTRALIAN DOLLARS?    Within a reasonable period following your request, the Company undertakes to provide you  with  the Australian  dollar  equivalent  of  the current market price  of  a share  of Common  Stock,  (calculated  as  at  the  date  of your  request).   The  current  market  price  for  this  purpose  will  be  the  final  sale  price  of  a  share  of Common  Stock on  the  New  York  Common  Stock Exchange  on  the  trading  day  immediately  preceding  the  date  of  your  request.     The  Australian  dollar  equivalent  of these  prices  will  be  calculated  using  the  Australian/U.S.  dollar  exchange rate  published  by  an  Australian  bank  on  the  business  day  immediately  preceding  the  date  of  your  request.   Please  note  that  the  Australian  dollar equivalent of these prices is only provided as information and not as a prediction  of the Australian dollar equivalent of the fair market value of a share of Common Stock  at the time of vesting.  The Australian dollar equivalent at these times will depend on the  exchange rate applied by your bank in converting your Australian dollars to U.S. Dollars  at the time of vesting.  The exchange rate is available at:    http://www.rba.gov.au/statistics/frequency/exchange-rates.html                                                                           104 





 






     You should direct your request to:      Name:      David Cogliano     Title:     Vice President, Total Rewards Management      Australian  Affiliate means  State  Street  Australia Limited;  State  Street  Global     Advisors Australia; State Street Bank and Trust Company – Sydney Branch and     any other Associated Body Corporate employing Employees in Australia.      Address:  State Street Financial Center, 1 Lincoln Street, Boston, MA 02116,               USA     Phone:     +1 617-662-3686     Email:     DCogliano@statestreet.com          10.     WHAT ADDITIONAL RISK FACTORS APPLY TO AUSTRALIAN RESIDENTS'          PARTICIPATION IN THE PLAN?    Employees  should  consider  generally  the  risk  factors  connected  with  investing  in  securities and, in particular, to holding shares of Common Stock.  You should be aware  that the fair market value of shares of Common Stock underlying your Award and the future  value of shares of Common Stock you acquire and the Australian dollar equivalent of these  values will be affected by:         (a)       fluctuations in the Company's performance;          (b)       fluctuations in the U.S.$/A$ exchange rate;          (c)       factors identified from time to time by the Company's filings with the                  U.S. Securities and Exchange Commission;          (d)       fluctuations in the domestic and international market for listed stocks         (e)       general economic conditions including interest rates, inflation rates,                  commodity and oil prices;         (f)       changes to governmental fiscal, monetary and regulatory policies;         (g)       legislation or regulation;         (h)       the nature of the markets in which the Company operates; and         (i)       general operational business risks.   Please note that if you offer your shares of Common Stock for sale to a person or entity  resident  in  Australia,  your  offer  may  be  subject  to  disclosure  requirements  under  Australian  law.   Please  obtain  legal  advice  on  your  disclosure  obligations  before  you  make any such offer.                                                                            105 





 






   11.     PLAN MODIFICATION, TERMINATION, ETC.    Subject to Section 9 of the U.S. Plan, the Board may amend, alter, suspend, discontinue  or terminate the Plan or any part of it at any time.    12.     WHAT   ARE  THE  AUSTRALIAN  TAXATION  CONSEQUENCES  OF          PARTICIPATION IN THE PLAN?    Please see the Additional Document entitled "Employee Information Supplement –  Deferred Stock Awards" for information regarding the Australian tax treatment of your  Award.    13.     WHAT ARE THE U.S. TAXATION CONSEQUENCES OF PARTICIPATION          IN THE PLAN?          Employees (who are not U.S. citizens or permanent residents) will not be subject to U.S.  tax by reason only of the grant and vesting of the Deferred Stock or the sale of shares of  Common Stock, except as described in the dividends section of the “Employee  Information Supplement - Deferred Stock”.  However, liability for U.S. taxes may accrue  if an employee is otherwise subject to U.S. taxes.      The above is an indication only of the likely U.S. taxation consequences for Australian  resident  employees  receiving  Awards  under  the  Plan.   Award  recipients  should  seek  their own advice as to the U.S. taxation consequences of Plan participation.   14.     RESTRICTION ON CAPITAL RAISING 5% LIMIT   In addition to any other limitations as identified in this Offer Document, the Plan or as  prescribed by the Board from time to time under the terms of the Plan, there is an overall  restriction on the number of shares of Common Stock that can be issued to Australian  employees.                            *          *          *          *          *    We urge you to carefully review the information contained in this Offer Document and  the Additional Documents.  If you have any questions, please contact the person listed in  clause 9.    Yours sincerely,    State Street Corporation                                                                                                                                            106 





 






                                     APPENDIX C                                                                       SPECIFIED JOB FAMILIES   Specified Job Families subject to the Award’s non-competition provisions include [specified  job families].                                                                                      107 





 






                        STATE STREET CORPORATION                        2017 STOCK INCENTIVE PLAN                                                            [    ] ESRP Share Award Agreement      Subject to your acceptance of the terms set forth in this agreement (“Agreement”), State  Street  Corporation  (“Company”)  has  awarded you,  under the  State  Street  Corporation  2017 Stock Incentive  Plan  (“Plan”)  and  the  State  Street  Corporation  Executive  Supplemental Retirement Plan, as amended (“ESRP”), and pursuant to this Agreement  and  the  terms  set  forth  herein, a contingent right  to receive  the  number  of shares  of  Stock (“Deferred Shares”) (“Award”) as set forth in the statement pertaining to this Award  (“Statement”) on  the  website  (“Website”)  maintained  by  Fidelity Stock  Plan  Services  LLC,  an  independent  service  provider  based  in  the  United  States, or  another  party  designated by the Company (“Equity Administrator”).      Copies of the Plan and of the Company’s U.S. Prospectus are located on the Website  for  your  reference,  and  your  acceptance  of  this  Award  constitutes  your  acknowledgement  that  you  have  read  and  understood  the  Plan  and  such  Prospectus.   The provisions of the Plan and the ESRP are incorporated herein by reference, and all  terms used herein shall have the meaning given to them in the Plan or the ESRP, as  applicable, except as otherwise expressly provided herein.  In the event of any conflict  between the provisions of this Agreement and the provisions of the Plan or the ESRP,  the provisions of the Plan or the ESRP shall control, as applicable.  In the event of a  conflict between the terms of the Plan and the ESRP, the provisions of the ESRP shall  control to the extent necessary for Section 409A Compliance, and the provisions of the  Plan  shall  control,  to  the  extent  not  required  for  Section  409A  Compliance.  As  used  herein, “State Street” means the Company and each Subsidiary. “Subsidiary” means the  Company’s consolidated subsidiaries.    The terms of your Award, are as follows:   1.    General Vesting Requirements.  Until such time as you incur a Separation From        Service,  your  right  to  receive the  Deferred  Shares shall  vest  on a  cumulative        basis in 1/3  increments beginning  on  your Vesting  Commencement  Date and        continuing on each of your first two birthdays immediately following your Vesting        Commencement Date.  Notwithstanding the foregoing, if you were first elected to        the  position  of  Executive  Vice  President  (or  to  a  superior  position)  prior  to        March 1, 2000, then your right to receive the Deferred Shares shall  vest in full        when you attain your Early Retirement Age, provided you do not earlier incur a        Separation From Service.     2.    Special  Vesting  Provision  for  Death  or Total Disability.  The  following  special        vesting provisions shall apply notwithstanding the general vesting requirements        set forth in Section 1 above:        (a)   If you die prior to your Separation From Service, your right to receive the              Deferred Shares shall fully vest as of the date of your death.         (b)   If  you  become  Totally  Disabled prior  to  your  Separation  From  Service,              your right to receive the Deferred Shares shall fully vest effective as of the              date you become Totally Disabled.                                      1   





 






   3.    Ownership.  The Deferred Shares  will  be  issued  and  transferred  to  you  only  if        and  when  all  requirements  of  this  Agreement  have  been  satisfied.   Except  as        otherwise provided in this Section 3, you will have no rights as a shareholder with        respect to the Deferred Shares prior to that time.  Without limiting the foregoing,        you will have no right to receive dividends with respect to the Deferred Shares        and no right to vote the Deferred Shares.  However, if any dividends are paid on        the Stock prior to the date you are issued the Deferred Shares, the number of        Deferred  Shares notionally  credited  to  your  account  will  be  increased  by  the        number  of  shares  obtained by  dividing  the  total  dividend  you  would  have        received if you had owned the Deferred Shares credited to your account on the        dividend declaration date, by the closing price of a share of Stock on the date the        dividend was paid.   4.    Distributions.        (a)   Retirement.  Upon your Retirement, the Company will issue and transfer              to you the number of Deferred Shares in which you have become vested              in three equal installments on the following dates:              (i)   the first Business Day of the month coinciding with or following the                    date that is six months after your Retirement Date;               (ii)  the first Business Day of the month coinciding with or following the                    first anniversary of your Retirement Date; and               (iii) the first Business Day of the month coinciding with or following the                    second anniversary of your Retirement Date.              If  you  die  after  your  Retirement,  but  before  you  have  received  the  total              number  of  shares  in  which  you  have  become  vested, the  Company  will              issue  and  transfer  to  your  Beneficiary  any  remaining  vested Deferred              Shares within 90 days following the date of your death.        (b)   Death.  If you die prior to your Separation From Service, the Company will              issue and transfer to your Beneficiary the number of Deferred Shares in              which you have become vested within 90 days following the date of your              death.        (c)   Total  Disability.  If  you incur  a Total  Disability prior  to  your  Separation              From Service, the Company will issue and transfer to you the number of              Deferred Shares in which you have become vested by the later of:               (i)   the  end  of  the  calendar  year  in  which you become  Totally                    Disabled, and              (ii)  the  15th day  of  the  third  month  following  the  date  on  which you                    become Totally Disabled;              provided that you remain Totally Disabled through the date of distribution.       





 






   5.    Forfeiture  for  Cause.  If  the  Company  terminates  your  employment  for  Cause,        including  while  you  are  Retirement  eligible,  then  all  Deferred  Shares,  whether        vested  or  not, shall  be  forfeited  in  full  on  the  date  of  such  termination  of        employment.     6.    Forfeiture for Breach of Post-Employment Covenants.  Your right to receive and        retain payment of the Deferred Shares after your Retirement shall be subject to        the post-employment  covenants  contained  in  the  ESRP;  specifically, you  shall        not, without the prior written consent of the Company, engage, either directly or        indirectly, in any of the activities described in Section 6(a), (b) or (c) below within        two years after your Separation From Service:          (a)   Solicitation  of  the  employment  or  retention  of  any  person  whom  the              Company  or  an  Affiliate  has  employed  or  retained  during  the  two  year              period  prior  to  your  Separation  From  Service.   For  purposes  of  the              foregoing  sentence,  a  person  retained  by  the  Company  or  an  Affiliate              means  anyone  who  has  rendered  substantial  consulting  services  to  the              Company  or  an  Affiliate  and  has  thereby  acquired  material  confidential              information  concerning  any  aspect  of  the  Company’s  or  an  Affiliate’s              operations;        (b)   Any sale, offer to sell or negotiation with respect to orders or contracts for              any product or service similar to or competitive with a product or service              or any equipment or system containing any such product or service sold              or offered by the Company or an Affiliate, other than for the Company’s or              a  Affiliate’s  account,  during  the  two  year  period  after  your  Separation              From Service, to or with anyone with whom the Company or an Affiliate              has so dealt or anywhere in any state of the United States or in any other              country, territory or possession in which the Company or an Affiliate has,              during  said  period,  sold,  offered  or  negotiated  with  respect  to  orders  or              contracts for any such product, service, equipment or system; or        (c)   Ownership  of  any  direct  or  indirect  interest  (other  than  a  less-than-one-             percent stock interest in a corporation) in, or affiliation with, or rendering              any services for, any person or business entity which engages, during the              two  year  period  after  your  Separation  From  Service,  either  directly  or              indirectly, in any of the activities described in paragraphs (a) or (b) above.   7.    Certain Tax Considerations.        (a)   The  provisions  of  this  Award  are  intended  to  be  exempt  from,  or              compliant  with,  Section  409A  of  the  Code,  and  shall  be  construed  and              interpreted consistently therewith.  Notwithstanding the foregoing, neither              the Company nor any Subsidiary shall have any liability to you or to any              other person if this Award is not so exempt or compliant.        (b)   You expressly acknowledge that the vesting of your right to receive the              Deferred  Shares,  and/or  the  distribution  of  the  Deferred  Shares,              hereunder  may  give  rise  to  ordinary  income  or  wages  subject  to              withholding through your local payroll.  You expressly acknowledge and              agree  that  your  rights  hereunder  are  subject  to your  paying  to  the              Company any applicable taxes required to be withheld in connection with              such vesting in a form and manner satisfactory to the Company.                                                                            3 





 






                   (c)   The Company shall be obligated to issue the Deferred Shares pursuant to        this Agreement only if you first deliver to the Company funds sufficient to        satisfy,  or  make  other  arrangements  acceptable  to  the  Company  for        satisfying, any tax withholding or similar withholding obligations to which        the Company or its Affiliates may be subject by reason of this Award.  (d)   The Company shall not delay distribution of the Deferred Shares, except        to the extent that the Company determines, in its sole discretion, that any        such  delay  can  be  effected  in  a  manner  that  results  in  Section  409A        Compliance.  Without limiting the generality of the foregoing, distribution        of  the  Deferred  Shares  may  be  delayed,  at  the sole discretion  of  the        Company, to the extent that the Company reasonably anticipates that (i) if        distribution  were  made  as  scheduled,  the  Company’s  deduction  with        respect to such distribution would not be permitted due to the application        of  Section 162(m)  of  the  Code (but  limited  to  the  extent  another        permissible  distribution  would  result  in  a  deduction  pursuant  to  Section        162(m)) or  (ii) distribution  of  the  Deferred  Shares would  violate  federal        securities  laws  or  other  applicable  law.   Distribution  of  any  amount        delayed  pursuant  to  this  Section 7(d)  shall  earn  interest  at  the  then        prevailing applicable federal rate provided for in Section 7872(f)(2)(A) of        the Code and made in a manner that results in Section 409A Compliance.  (e)   The  Company  shall  not  accelerate  distribution  of  the  Deferred  Shares        except as set forth in the remainder of this Section 7(e) or to the extent        the Company determines, in its sole discretion, that any such acceleration        may be effected in a manner that results in Section 409A Compliance.        (i)   The  Company  may,  in  a  manner  that  results  in  Section  409A              Compliance, determine to accelerate the time or schedule of the              distribution  of  the  Deferred  Shares  to  pay  (A)  the  FICA  Amount              and/or  (B) the  income  tax  at  source  on  wages  imposed  under              Section  3401  of  the  Code  or  the  corresponding  withholding              provisions of applicable state, local or foreign tax laws as a result              of the payment of the FICA Amount (and any additional tax due as              a  result  of  such  payment).   The  total  amount  accelerated  under              this  Section 7(e)  may  not  exceed  the  aggregate  of  the  FICA              Amount  and  the  income  tax  withholding  related  to  such  FICA              Amount.        (ii)  The  Company  may,  in  a  manner  that  results  in  Section  409A              Compliance, determine to accelerate the time or schedule of the              distribution of the Deferred Shares if at any time the Plan or the              ESRP,  as  applicable  to  you,  fails  to  meet  the  requirements  of              Section  409A  of  the  Code  and  the  corresponding  Treasury              Regulations.  Such amount may not exceed the amount required              to be included in income as a result of the failure to comply with              Section  409A  of  the  Code  and  the  corresponding  Treasury              Regulations.  (f)   Notwithstanding anything to the contrary in the Plan or the ESRP, in the        event  you  incur  a  Separation  From  Service,  including  due  to  Total        Disability, and are subsequently rehired by the Company or subsequently        recover  and  recommence  performing  services  for  the  Company,  the                                      





 






               distribution of your Deferred Shares shall not be suspended or otherwise              delayed.        (g)   In no event may  you or any of your Beneficiaries designate the taxable              year of distribution of the Deferred Shares.    8.    Miscellaneous Provisions.        (a)   The  Company’s  obligation  to  issue  and  transfer the Deferred  Shares in              the  future  pursuant  to  this Agreement  is  an  unsecured  and  unfunded              contractual obligation.        (b)   The number and kind of Deferred Shares subject to this Award, and the              number and kind of shares of Stock to be delivered in satisfaction of the              Company’s  obligations  hereunder,  shall  be  subject  to  adjustment  in              accordance with Section 7(b) of the Plan.        (c)   Nothing  in  this Award shall  be  construed  to  guarantee  you  any  right  of              employment with the Company or any Affiliate or to limit the discretion of              any  of  them  to  terminate  your  employment  at  any  time,  with  or  without              cause, to the maximum extent permitted by applicable law.         (d)   This Award shall not be transferable other than (1) by will or the laws of              descent and distribution or (2) pursuant to the terms of a court-approved              domestic  relations  order,  official  marital  settlement  agreement  or  other              divorce  or  settlement  instrument  satisfactory  to the  Company  in  its  sole              discretion.   Any  attempt  by  you  (or  in  the  case  of  your  death,  by  your              beneficiary)  to  assign  or  transfer this  Award,  either  voluntarily  or              involuntarily, contrary to the provisions hereof, shall be null and void and              without effect and shall render this Award itself null and void.        (e)   The  grant  of this  Award is  a  one-time  benefit  and  does  not  create  any              contractual or other right to receive an award, compensation or benefits in              lieu of an award in the future.         (f)   The  Company  reserves  the  right  to  impose  other  requirements  on this              Award,  any  shares  of  Stock  acquired  pursuant  to this  Award,  and  your              participation in the Plan, to the extent the Company determines, in its sole              discretion,  that  such  other  requirements  are  necessary  or  advisable  in              order  to  comply  with  applicable  laws  or  regulations  or  to  facilitate  the              administration of the Plan.  Such requirements may include (but are not              limited to) requiring you to sign any agreements or undertakings that may              be necessary to accomplish the foregoing.         (g)   Your participation in the Plan is voluntary.  The value of this Award is an              extraordinary  item  of  compensation,  and this  Award is  not part  of  your              normal  or  expected  compensation  for  purposes  of  calculating  any              severance, resignation, redundancy, end of service payments, bonuses,              long-service awards, pension or retirement benefits or similar payments.         (h)   The Company or any of its Subsidiaries may, in its sole discretion, decide              to deliver any documents related to this Award by electronic means.  You              hereby  consent  to  receive  such  documents  by  electronic  delivery  and              agree to participate in the Plan through an on-line or electronic system,              including the Website, established and maintained by the Company, any                                                                           5 





 






                         of  its  Subsidiaries,  Equity  Administrator  or  another  party  designated  by        the Company.   (i)   By  accepting  this  Award  electronically,  (i)  you  will  be  deemed  to  have        acknowledged  and  agreed  that  you  are  bound  by  the  terms  of  this        Agreement and the Plan and that you and this Award are subject to all of        the rights, power and discretion of the Company, its Subsidiaries and the        Administrator set forth in this Agreement and the Plan; and (ii) this Award        is deemed accepted by the Company and the Company shall be deemed        to be bound by the terms of this Agreement.     (j)   You  acknowledge  and  agree  that  it  is  your  express  intent  that  this        Agreement,  the  Plan  and  all  other  documents,  notices  and  legal        proceedings  entered  into,  given  or  instituted  pursuant  to this  Award,  be        drawn up in English.  If you have received the Agreement, the Plan or any        other  documents  related  to this  Award translated  into  a  language  other        than English, and if the meaning of the translated version is different than        the English version, the English version will control.   (k)   Notwithstanding  any  provisions  of  this  Agreement  to  the  contrary, this        Award shall  be  subject  to any special  terms  and  conditions  for  your        country of residence (and country of employment, if different), as may be        set  forth  in  an  applicable  Addendum  to  the  Agreement.   Further,  if  you        transfer residence and/or employment to another country reflected in an        Addendum to the Agreement, the special terms and conditions for such        country will  apply  to  you  to  the  extent  the  Company  or  the  relevant        Subsidiary determines, in its sole discretion, that the application of such        terms are necessary or advisable in order to comply with applicable laws        or  regulations  or  to  facilitate the  operation and administration  of this        Award  and the  Plan,  including,  but  not  limited  to,  circumstances  where        you transfer residence and /or employment to another country.  Any such        Addendum  is  hereby  incorporated  into,  and  forms  a  part  of,  this        Agreement.   (l)   The  Plan,  the  ESRP  and  this  Agreement  constitute  the  complete        understanding and agreement between the parties to this Agreement with        respect  to this  Award,  and  supersede  and  cancel  any  previous  oral  or        written discussions, agreements or representations regarding this Award        or the Deferred Shares.   (m)   No  individual  acting  as  a  director,  officer,  employee  or  agent  of  the        Company  or  any  of  its  Subsidiaries  will  be  liable  to  you  or  any  other        person for any action, including any Award forfeiture, Award recovery or        other discretionary action taken pursuant to this Agreement or any related        implementing policy or procedure of the Company.   (n)   The  terms  of  this  Agreement  are  governed  by  the  laws  of  the        Commonwealth of Massachusetts.                                       





 






   9.    Definitions        (a)   “Affiliate” means any corporation which is included in a controlled group of              corporations  (within  the  meaning  of  Section  414(b)  of  the  Code),  which              includes  the  Company  and  any  trade  or  business  (whether  or  not              incorporated)  which  is  under  common  control  with  the  Company  (within              the meaning of Section 414(c) of the Code).        (b)   “Beneficiary” means the beneficiary designated to receive a death benefit              by you in writing in a form and manner satisfactory to the Administrator.  If              no Beneficiary is so designated, any death benefits shall be paid at the              Administrator’s  direction  in  the  following  order  of  priority:   Spouse,              Domestic Partner, children, parents, siblings, estate.        (c)   “Business  Day”  means  each  day  that  the  New  York  Stock  Exchange  is              open for business.        (d)   “Cause” means:              (i)   a willful and continued failure to perform substantially your duties                    with  the Company  or  an  Affiliate (other  than  any  such  failure                    resulting from incapacity due to physical or mental illness), after a                    written demand for substantial performance is delivered to you by                    your supervisor which specifically identifies the manner in which it                    is asserted that you have not substantially performed your duties,                    or              (ii)  a willful engaging in illegal conduct or gross misconduct which is                    materially  and  demonstrably  injurious  to  the Company  or  an                    Affiliate.              For purposes of this definition, no act or failure to act shall be considered              “willful”  unless  it  is  done  or  omitted  to  be  done  in  bad  faith  or  without              reasonable belief that the action or omission was in the best interests of              the Company or an Affiliate.        (e)   “Code” means the Internal Revenue Code of 1986, as the same may be              amended from time to time.        (f)   “Early Retirement” means a Separation From Service upon or after your              attainment of Early Retirement Age and prior to your attainment of Normal              Retirement Age but excluding a Separation From Service for Cause.        (g)   “Early Retirement Age” means age 53.        (h)   “ESRP”  means  this  State  Street  Corporation  Executive  Supplemental              Retirement  Plan  (including  the  Exhibits  and  Schedules thereto  and  the              Committee  actions  referenced therein), as  the  same  may  be  amended              from time to time in accordance with the terms hereof.        (i)   “FICA Amount” shall mean the amount of Federal Insurance Contributions              Act  tax  imposed  under  Sections  3101,  3121(a)  and  3121(v)(2)  of  the              Code, where applicable, on this Award.        (j)   “Impairment”  means  any  medically  determinable  physical  or  mental              impairment that can be expected to result in death or can be expected to              last for a continuous period of not less than six months.                                                                            7 





 






                   (k)   “Normal Retirement” means your Separation From Service upon or after        your Normal  Retirement  Age,  other than  a  Separation  From  Service  for        Cause.  (l)   “Retirement” means Normal Retirement or Early Retirement.  (m)   “Retirement  Date”  means  the  date  of your Normal  Retirement  or  Early        Retirement, as applicable.  (n)   “Section  409A” means  Section  409A  of  the  Code  and  the  applicable        rulings, regulations and guidance promulgated thereunder, as each may        be amended or issued from time to time.  (o)   “Section  409A  Compliance”  means  any  action  or  inaction  effected  in  a        manner that will not cause you or any of your Beneficiaries to recognize        income  for  U.S.  federal  income  tax  purposes  prior  to  the  time  of  a        distribution  of  the  Deferred  Shares  or  to  incur  interest  or  additional  tax        under Section 409A.  (p)   “Separation  From  Service”  means  a  separation  from  service  with  the        Company  and  all Affiliates for  purposes  of  Section 409A  within  the        meaning of the default rules of Treasury Regulation Section 1.409A-(h)(1)        and  correlative  terms  shall  be  construed  to  have  a  corresponding        meaning; provided that in the event that you are absent from work due to        an  Impairment,  other  than  a  Total  Disability,  where  such  Impairment        causes you to  be  unable  to  perform  the  duties  of your position  or  any        substantially similar position of employment, you shall incur a Separation        From Service 29 months after the date on which you were first Impaired.         Notwithstanding the foregoing, if you would otherwise incur a Separation        From  Service  in  connection  with  a  sale  of  assets  of  the  Company,  the        Committee shall retain the discretion to determine whether a Separation        From  Service  has  occurred  in  accordance  with  Treasury  Regulation        Section 1.409A-1(h)(4).  (q)   “Service”  means  your  years  (and  fraction  thereof)  of  service  for  vesting        and  eligibility, as  determined  under  the  terms  of  the  State  Street        Retirement Plan as in effect on January 1, 2008.  (r)   “Total Disability” or “Totally Disabled” means (i) your inability to engage in        any  substantial  gainful  activity  by  reason  of  any  medically  determinable        physical or mental impairment which can be expected to result in death or        can  be  expected  to  last  for  a  continuous  period  of  not  less  than  twelve        months  or  (ii) your  receipt,  by  reason  of  any  medically  determinable        physical or mental impairment which can be expected to result in death or        can  be  expected  to last  for  a  continuous  period  of  not  less  than  twelve        months, of income replacement benefits for a period of not less than six        months  under  an  accident  and  health  plan  covering  employees  of  the        Company and any Affiliate.  (s)   “Treasury  Regulations”  means  the  regulations  adopted  by  the  Internal        Revenue Service under the Code, as they may be amended from time to        time.                                       





 






                   (t)   “Vesting  Commencement  Date”  means  the  date  you attain  Early        Retirement  Age  and  satisfy  the  Age/Service  Requirements  for        Supplemental Benefits Upon Retirement under Section 3.3 of the ESRP.                                                                   9 





 






                         STATE STREET CORPORATION                       2017 STOCK INCENTIVE PLAN                                                     [____] Deferred Stock Award Agreement--Directors          You have elected to defer payment of one or more of the annual stock award,  annual retainer or an additional retainer payable to you for your services as a member of  the State Street Board of Directors from the date of the [____] Annual Meeting of  Shareholders to the date of the [____] Annual Meeting of Shareholders. The total number  of shares of Stock you elected to defer (the “Deferred Shares”) is shown on your  investment report on the website maintained by the Equity Administrator (Fidelity or  another third party designated by the Corporation). The Deferred Shares are granted  under the State Street Corporation 2017 Stock Incentive Plan (the “2017 Plan”), and are  subject to the terms and conditions contained in the 2017 Plan, the State Street  Corporation Deferred Compensation Plan for Directors (the “Deferral Plan”), the related  election forms and the terms set forth below. All capitalized terms used herein shall have  the meaning given to them in the Deferral Plan, except as otherwise expressly provided  herein.                 1.    The Deferred Shares plus any additional shares of Stock determined under  paragraph 3 below (the Deferred Shares plus the shares described in paragraph 3 being  hereinafter referred to as the “[____] shares”) will be issued to you [in accordance with  the election you made for the [____] shares or as otherwise provided under the terms of  the Deferral Plan] [for Canadian directors: as soon as practicable following your  Separation from Service and, in any event, no later than the end of the calendar year in  which such Separation from Service occurs or, if later, the 15th day of the third month  following the date of such Separation from Service.   For this purpose, you will not be  deemed to have a Separation from Service so long as you continue to provide any  services as a director or employee; provided, however, a Separation from Service will be  deemed to occur in the event you terminate all positions as an employee or director of the  Company, but continue to provide services as a consultant]. In the event of your death  prior to the issuance of the [____] shares, the [____] shares will be issued to your  [Beneficiary.   You may designate a Beneficiary or Beneficiaries (or change a designation  previously made)] [for Canadian directors: spouse, relatives, dependent or estate, as the  beneficiaries of the trust (your “Permitted Beneficiaries”).  You may designate your  Permitted Beneficiary] by contacting the Equity Administrator.                2.    Any election to change the timing (to a later date) and/or form of payment  of the [____] shares must be made in accordance with the terms of the Deferral Plan.  Please feel free to contact the Equity Administrator (Fidelity Executive Services, 800 823  0217 – Team 503) or the State Street Head of Executive Compensation if you have any  questions regarding the Deferral Plan or wish to request a re-deferral form.                 3.    You will not have any rights as a stockholder with respect to the [____]  shares until they have been issued to you. However, if any dividends and/or distributions     





 






   (other than distributions described in paragraph 4) are paid on the Stock prior to the date  you are issued the [____] shares, the number of [____] shares notionally credited to your  account will be increased by the number of shares obtained as follows: by dividing the  total applicable dividend or distribution you would have received if you had owned the  [____] shares credited to your account on the dividend or other distribution declaration  date, by the closing price of a share of Stock on the date the dividend or distribution was  paid.                4.    The number and kind of shares constituting the [____] shares shall further  be appropriately adjusted by the Board to reflect stock splits, stock dividends or similar  changes in the capitalization of the Corporation.                5.    Your rights to the [____] shares are only those of an unsecured creditor of  the Corporation. Nothing herein or in the Deferral Plan or otherwise shall be construed as  obligating the Corporation to establish a trust or otherwise to set aside Stock or funds to  meet its obligations hereunder or under the Deferral Plan.                6.    Nothing herein or in the Deferral Plan or otherwise shall obligate the  Corporation to register the shares of Stock to be issued hereunder. You acknowledge that  Federal and state securities laws or other laws may limit the extent to which you or your  [for Canadian directors: Permitted] Beneficiary(ies) may sell or otherwise transfer or  dispose of any shares of Stock issued hereunder. Under currently applicable rules under  the Securities Exchange Act of 1934, as amended, you are required to report the award  described above as a [____] exempt award.                7.    [The Board may at any time vote to accelerate the issuance of the [____]  shares to you, but only if doing so would be consistent with the requirements of Section  409A. The Deferral Plan and the award described herein are intended to comply with  Section 409A and shall be subject to such modifications as are necessary so to comply.]  [for Canadian directors: No additional awards may be made or awards adjusted to reduce  the impact to you of any decline in the value of the Deferred Shares.]                8.    You agree that as a precondition to the issuance of any of the [____]  shares, you will pay to the Corporation such amounts, if any (including, but not limited  to, income taxes and social insurance contributions if applicable), as are required to be  withheld by the Corporation in respect of the award and payments described herein.                9.    The Deferral Plan and the award described herein shall be construed and  administered by the Board in accordance with [applicable Federal law, but otherwise  pursuant to] the laws of the Commonwealth of Massachusetts [for Canadian directors: to  the maximum extent allowed by local law], and the determination of the Board shall be  binding on all persons.