exhibit102supplementalca






                                                                                                                                                                                                                                                                                                                                       AMENDED AND RESTATED       STATE STREET CORPORATION  SUPPLEMENTAL CASH INCENTIVE PLAN                                       Effective as of January 1, 2014                 





 






                            TABLE OF CONTENTS   ARTICLE I Name, Purpose and Definitions .................................................................................. 1    1.1  Name and Effective Date. ................................................................................................ 1    1.2  Status of Plan ................................................................................................................... 1    1.3  Definitions........................................................................................................................ 1  ARTICLE II Participation And Vesting ......................................................................................... 3    2.1  Eligibility to Participate ................................................................................................... 3    2.2  Vesting Date..................................................................................................................... 3    2.3  Termination of Participation ............................................................................................ 3  ARTICLE III Awards and Distribution .......................................................................................... 3    3.1  Awards; Award Provisions .............................................................................................. 3    3.2  Accounts; Notional Tracking Options ............................................................................. 3    3.3  Form of Payment.............................................................................................................. 4    3.4  Timing of Payment .......................................................................................................... 4    3.5  Treatment of Awards following Separation of Service ................................................... 4    3.6  Forfeiture of Awards ........................................................................................................ 5    3.7  Special Rules .................................................................................................................... 5    3.8  Rehire ............................................................................................................................... 5    3.9  Certain Tax Matters.  . ..................................................................................................... 5    3.10 Distribution of Taxable Amounts .................................................................................... 6  ARTICLE IV Administration of Plan ............................................................................................. 6    4.1  Plan Administrator ........................................................................................................... 6    4.2  Outside Services............................................................................................................... 7    4.3  Indemnification ................................................................................................................ 7  ARTICLE V Amendment, Modification and Termination............................................................. 7    5.1  Amendment; Termination ................................................................................................ 7  ARTICLE VI Miscellaneous Provisions ........................................................................................ 7    6.1  Source of Payments.......................................................................................................... 7    6.2  No Warranties; No Liability ............................................................................................ 8    6.3  Inalienability of Benefits.................................................................................................. 8    6.4  Reclassification of Employment Status ........................................................................... 8    6.5  Application of Local Law.. .............................................................................................. 8    6.6  Expenses. ......................................................................................................................... 8    6.7  No Right of Employment ................................................................................................. 9    6.8  Headings .......................................................................................................................... 9    6.9  Construction ..................................................................................................................... 9                                          -i- 





 






                                    ARTICLE I                           Name, Purpose and Definitions    1.1   Name and Effective Date.  The Plan sets forth the terms of the Amended and Restated        State Street Corporation Supplemental Cash Incentive Plan effective January 1, 2014.         All benefits under the Plan shall be subject to the terms and conditions of this Plan        document.   1.2   Status of Plan.  The Plan has been established for the purpose of rewarding, retaining and        motivating Participants for services and performance during the period from the date of        grant of an Award to the date of vest of an Award.  The Plan is intended to be a bonus        plan which is not subject to ERISA.  The provisions of the Plan are intended to comply        with the requirements applicable to a “nonqualified deferred compensation plan” under        Code section 409A and the regulations thereunder and shall be interpreted and        administered consistent with that intent.   1.3   Definitions.  When used herein, the following words shall have the meanings indicated        below.        (a)   “Award” means that portion of the cash bonus awarded to an Eligible Employee              under the Company’s Incentive Compensation Plan, or any other cash award to an              Eligible Employee, that the Plan Administrator determines, in its discretion, is to              be paid in accordance with the terms of this Plan.        (b)   “Award Agreement” means the document established pursuant to Section 3.1(b).        (c)   “Beneficiary” means the person or persons designated by the Participant in              writing, subject to such rules as the Plan Administrator may prescribe, to receive              benefits under the Plan in the event of the Participant’s death.  In the absence of              an effective designation at the time of the Participant’s death, the Participant’s              Beneficiary shall be his or her surviving spouse or domestic partner as determined              by the Plan Administrator in its discretion in accordance with its policies, or, if              the Participant has no surviving spouse or domestic partner, then the Participant’s              estate.        (d)   “Code” means the Internal Revenue Code of 1986, as amended, and its              implementing regulations from time to time.        (e)   “Company” means State Street Corporation, its subsidiaries and affiliates as              determined by the Plan Administrator in its sole discretion.        (f)   “Committee” means the Executive Compensation Committee of the Board of              Directors of State Street Corporation.        (g)   “Disabled” means, for any Participant, that the Participant, as determined in the              sole discretion of the Plan Administrator:               is unable to engage in any substantial gainful activity by reason of 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 12              months, or                                         1   





 






                      is, by reason of 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 12 months, receiving income replacement benefits for a        period of not less than 6 months under an accident and health plan covering        employees of the Employer.  (h)   “EIP” means the 2006 Equity Incentive Plan, as may be amended and in effect        from time to time, or successor equity incentive plan of the Company  (i)   “Eligible Employee” means any employee of an Employer.  (j)   “Employer” means any or all, as the context requires in order to refer to the        employing entity of a Participant, of State Street Corporation and any other entity        (or branch) that would be treated as a member of the same controlled group of        corporations, or as trades or business under common control, with State Street        Corporation, under Code sections 414(b) and (c).  (k)   “ERISA” means the Employee Retirement Income Security Act of 1974, as        amended, and its implementing regulations from time to time.  (l)   “Incentive Compensation Plan” means the annual incentive compensation plan        under which an Eligible Employee receives a cash award, currently either the        Incentive Compensation Plan or the Senior Executive Annual Incentive Plan.  (m)   “Participant” means an Eligible Employee who has an unpaid Award under the        Plan.  (n)   “Plan” means this Amended and Restated State Street Corporation Supplemental        Cash Incentive Plan, as from time to time amended and in effect.  (o)   “Plan Administrator” means the Plan Administrator appointed pursuant to        Section 4.1.  (p)   “Release of Claims” means contractual documentation releasing the Company        and the Employer, to the maximum extent permitted by applicable law, from all        contractual and statutory claims a Participant has, or may have, in connection with        his or her employment, engagement or termination thereof.  (q)   “Retirement Eligible” means an Eligible Employee is age 55 or older and has        completed five (5) or more years of service with the Company.  For this purpose,        years of service shall be determined using Company records in a consistent        manner by the Plan Administrator in its sole discretion.  (r)   “Restrictive Covenant” means any confidentiality, non-solicitation, non-       competition, non-disparagement, post-employment cooperation or notice        provision that the Participant agrees to or has agreed to with the Employer,        including but not limited to the restrictions contained in the Award Agreement,        any employment agreement or offer letter, equity award agreement, change in        control employment agreement or required as a condition to entitlement to        payment under any executive supplemental retirement plan.  (s)   “Separation from Service” means a separation from service, within the meaning        of Treas. Regs. §1.409A-1(h), with all Employers that would be treated as a single                                   2                





 






               employer with State Street Corporation under the first sentence of Treas. Regs.              §1.409A-1(h)(3).        (t)   “Vest,” “vesting,” and terms of similar import refer to the Participant’s right to              payment under an Award becoming non-forfeitable.        (u)   “Written” “in writing” and similar terms.  To the extent permitted by the Plan              Administrator, the terms “written,” “in writing,” and terms of similar import shall              include communications by electronic media.                                                 ARTICLE II                             Participation And Vesting   2.1   Eligibility to Participate.  An Eligible Employee shall become a Participant when issued        an Award payable under the terms of this Plan.   2.2   Vesting Date.  Each Award shall vest as specified in the Award Agreement or        accompanying statement at the time of the issuance of the Award.   2.3   Termination of Participation.  Participation in the Plan shall end when all Awards issued        to a Participant are either distributed or forfeited consistent with the terms of this Plan.                                       ARTICLE III                              Awards and Distribution    3.1   Awards; Award Provisions.           (a)   Awards shall be issued to Eligible Employees (other than executive officers of the              Company) as determined by the Committee or the Plan Administrator in its sole              discretion.  Awards may be issued to Eligible Employees who are executive              officers of the Company by the Committee in its sole discretion.        (b)   The Plan Administrator will determine the terms of all Awards, subject to the              limitations set forth herein, including without limitation the time or times at which              an Award will vest.  Without limiting the foregoing, the Plan Administrator may              at any time accelerate the vesting of an Award, regardless of any adverse or              potentially adverse tax consequences resulting from such acceleration.  The Plan              Administrator will document each Award with a written agreement that may set              forth specific terms applicable to the Award, including without limitation              forfeiture conditions in addition to those specified in Section 3.6, performance              criteria, notional tracking designations as described in Section 3.2 and such other              provisions, as may determined by the Plan Administrator in its sole discretion.  3.2   Accounts; Notional Tracking Options.  The Plan Administrator shall establish for each        Participant a bookkeeping account together with such sub-accounts as the Plan        Administrator may determine are needed or appropriate to reflect interest provided for in        the Participant’s Award and/or adjustments for notional (hypothetical) investment                                        3   





 






         experience as described in this Section 3.2.  The Plan Administrator may in its discretion        designate for purposes of the Plan one or more funds (each, a “tracking fund”) and may        allocate the amount of each Award made under the Plan in whole or in part among such        tracking funds.  The Plan Administrator may also provide a Participant with the        discretion to elect to allocate the amount of any Award made under the Plan in whole or        in part among such tracking funds.  In the absence of an affirmative allocation by a        Participant, the Plan Administrator may designate a default tracking fund and allocate the        amount of any Award made under the Plan in whole or in part to such tracking fund.         Amounts allocated under the Plan to a tracking fund shall be treated as though notionally        invested in that tracking fund.  The Plan Administrator shall periodically adjust        Participant accounts to reflect increases or decreases attributable to these notional        investments.  The Plan Administrator shall adjust accounts to reflect the notional        reinvestment of an amount equivalent to any cash dividends or other cash distributions        from a tracking fund. The Plan Administrator may at any time and from time to time        eliminate or add tracking funds or substitute a new fund for an existing tracking fund,        including with respect to balances already notionally invested under the Plan.  The Plan        Administrator may, but need not, direct the purchase of securities or other investments        with characteristics similar to the tracking funds, but any such securities or other        investments shall remain part of the Company’s general assets unless held in a trust        described in Section 6.1 in a manner not inconsistent with the requirements of Section        409A(b) of the Code.  By his or her acceptance of an Award under the Plan, a Participant        agrees, on his or her behalf and on behalf of his or her Beneficiaries, that none of the        Company, any Employer, the Committee, the Plan Administrator, or any of their        delegates, agents or representatives, shall be liable for any losses or damages of any kind        relating to the allocation of an Award to any tracking fund or funds under the Plan.   3.3   Form of Payment.  All payments under this Plan will be made in cash out of the        Company’s general corporate assets.   3.4   Timing of Payment.  The amount of any payment due under an Award shall be        determined on the vesting date of such payment and, subject to satisfaction of all        conditions of this Plan and the Award Agreement, shall be made to the Participant as        soon as administratively feasible following the vesting date, but in no event later than 30        days following the vesting date.   3.5   Treatment of Awards following Separation of Service.  Following Separation from        Service:         (a)   A Participant shall continue to vest in any outstanding Award, subject to Section              3.6, if such Participant:              is Retirement Eligible at the time of the Separation from Service; or              is involuntarily terminated for reasons other than gross misconduct as determined              by the Plan Administrator in its sole discretion and the Participant executes a              Release of Claims in a form satisfactory to the Plan Administrator.          (b)   Upon the Participant’s death or becoming Disabled, the Participant shall vest in              accordance with Section 3.7.                                         4   





 






         (c)   Except as provided otherwise in Section 3.7, vesting post-separation, where              applicable, shall continue in accordance with the vesting schedule specified at the              time of the issuance of the Award.    3.6   Forfeiture of Awards. A Participant shall forfeit all Awards and all amounts due under        any Awards if:        (a)   He or she has a Separation from Service which meets the terms of Section 3.5 but              fails to comply with any Restrictive Covenant without the prior written consent of              the Plan Administrator;        (b)   He or she has a Separation from Service on a voluntary basis (other than for Good              Reason on or prior to the first anniversary of a Change in Control, each as defined              in the EIP) and is not Retirement Eligible; or        (c)   He or she has a Separation from Service by the Employer and such Separation              from Service is classified as being for gross misconduct as determined by the              Employer in its sole discretion (even if the Participant is Retirement Eligible at              the time of such Separation from Service for gross misconduct).  3.7   Special Rules.        (a)   Payments on account of Disability.  If the Participant is determined to be              Disabled, the Award shall become vested in full and the balance of a Participant’s              Award, if any, shall be distributed in a single lump sum cash payment to the              Participant or the Participant’s Beneficiary or Beneficiaries as soon as practical              following the date on which the Participant becomes Disabled but in no event              later than 30 days following such date.        (b)   Payment upon death.  Following a Participant’s death, the Award shall become              vested in full and the balance of a Participant’s Award, if any, shall be distributed              in a single lump sum cash payment to the Participant’s Beneficiary or              Beneficiaries as soon as practical following the date of the Participant’s death but              in no event later than 30 days following such date.        (c)   Payment upon a change in control of State Street Corporation.  If, on or prior to              the first anniversary of the consummation of the Change in Control (as defined in              the EIP), the Participant’s employment with the Company is terminated for Good              Reason (as defined in the EIP) by the Participant or is terminated without Cause              (as defined in the EIP) by the Company, any Award awarded on or after February              20, 2014 shall become fully vested on the date of such termination and the              balance of the Award, if any, shall be distributed in a single lump sum payment to              the Participant as soon as practical following the date of such termination but in              no event later than 30 days following such date.  For purposes of this Section              3.7(c), termination of employment shall mean a “separation from service” as              determined in accordance with Treasury Regulation Section 1.409A-1(h).  3.8   Rehire.  No Award that was forfeited shall be reinstated in the event a Participant who        has a Separation from Service is subsequently rehired.   3.9   Certain Tax Matters.  All payments under the Plan shall be subject to reduction for        applicable tax and other legally or contractually required withholdings.  The distribution                                         5   





 






         of any vested portion of an Award subject to Section 409A of the Code will not be        accelerated or deferred unless specifically permitted or required under Section 409A of        the Code. Solely to the extent that a distribution in connection with an Award subject to        Section 409A of the Code would be paid pursuant to the terms of this Plan or any Award        on account of the Participant’s “Separation from Service” as defined under Section 409A        of the Code and the Participant is a “specified employee” as defined under Section 409A,        any distribution that otherwise would be paid during the six-month period following such        separation from service shall be delayed until the date that is six months and one day after        such “Separation from Service.” Any remaining distributions that otherwise would be        paid after such six-month period shall be paid at the time set forth in this Plan or any        Award.  It is intended that each installment of the payments provided under the Plan is a        separate “payment” for purposes of Section 409A. In any event, State Street Corporation        makes no representations or warranty and will have no liability to any Participant or any        other person if any provisions of or payments under this Plan are determined to constitute        deferred compensation subject to Section 409A but not to satisfy the conditions of that        section.   3.10  Distribution of Taxable Amounts.  Notwithstanding the foregoing, if any portion of a        Participant’s Award is determined by the Plan Administrator to be includible, by reason        of Section 409A of the Code, in a Participant’s or Beneficiary’s income, such portion        shall be paid by the Employer (or by the Employers, on an allocated basis determined by        the Plan Administrator) to such Participant or Beneficiary.                                       ARTICLE IV                               Administration of Plan    4.1   Plan Administrator.  Except with respect to any authority the Committee retains for itself        to act as Plan Administrator with respect to some or all of the Participants and/or some or        all of the provisions of the Plan and except as the Committee may otherwise determine,        the Plan Administrator shall be either or both of (i) the Executive Vice President-Chief        Human Resources and Citizenship Officer as from time to time in office, and his or her        delegates, and (ii) the Senior Vice President-Head of Global Total Rewards.  The Plan        Administrator shall have complete discretionary authority to interpret the Plan and to        decide all matters under the Plan, including decisions regarding any claim for benefits        under the Plan.  Such interpretation and decision shall be final, conclusive and binding on        all Participants and any person claiming under or through any Participant, in the absence        of clear and convincing evidence that the Plan Administrator acted arbitrarily and        capriciously.  However, no individual acting, directly or by delegation, as the Plan        Administrator may determine his or her own rights or entitlements under the Plan.  The        Plan Administrator shall establish such rules and procedures, maintain such records and        prepare such reports as it considers necessary or appropriate to carry out the purposes of        the Plan.  The Plan Administrator may delegate to such employees or other persons as it        determines such of its duties or responsibilities as it deems appropriate.                                            6   





 






   4.2   Outside Services.  The Plan Administrator may engage counsel and such clerical,        financial, investment, accounting, and other specialized services as the Plan        Administrator may deem necessary or appropriate in the administration of the Plan.  The        Plan Administrator shall be entitled to rely upon any opinions, reports, or other advice        furnished by counsel or other specialists engaged for that purpose and, in so relying, shall        be fully protected in any action, determination, or omission made in good faith.   4.3   Indemnification.  To the extent permitted by law and not prohibited by its charter and by-       laws, State Street Corporation will indemnify and hold harmless every person serving        (directly or by delegation) as Plan Administrator and the estate of such an individual if he        or she is deceased from and against all claims, loss, damages, liability and reasonable        costs and expenses incurred in carrying out his or her responsibilities as Plan        Administrator, unless due to the gross negligence, bad faith or willful misconduct of such        individual; provided, that counsel fees and amounts paid in settlement must be approved        by State Street Corporation; and further provided, that this Section 4.3 will not apply to        any claims, loss, damages, liability or costs and expenses which are covered by a liability        insurance policy maintained by State Street Corporation or by the individual.  The        provisions of the preceding sentence shall not apply to any corporate trustee, insurance        company, investment manager or outside service provider (or to any employee of any of        the foregoing) unless the Company otherwise specifies in writing.                                    ARTICLE V                      Amendment, Modification and Termination    5.1   Amendment; Termination.  By action of the Committee or its delegate, the Company        reserves the absolute right at any time and from time to time to amend the Plan or any        outstanding Award for any purpose which may at the time be permitted by law, and may        at any time terminate the Plan; provided that any distributions upon a termination and        liquidation of the Plan shall be done in accordance with the requirements of Treas. Regs.        § 1.409A-3(j)(4)(ix); provided, further, that except as otherwise expressly provided in the        Plan, the Committee may not, without the Participant’s consent, alter the terms of an        outstanding Award so as to affect materially and adversely the Participant’s rights under        the Award, unless the Committee expressly reserved the right to do so at the time of the        Award.  In addition, subject to the other provisions of this Section 5.1, the Plan        Administrator shall have the authority at any time and from time to time to make        amendments to the Plan or outstanding Awards (in general or with respect to one or more        individual Participants or Beneficiaries) that do not materially increase the financial        obligations of the Company.                                    ARTICLE VI                              Miscellaneous Provisions    6.1   Source of Payments.  All payments hereunder to Participants and their Beneficiaries shall        be paid from the general assets of the Company, including for this purpose, if the        Company in its sole discretion so determines, assets of one or more trusts established to        assist in the payment of benefits hereunder.  Any trust established pursuant to the        preceding sentence shall provide that trust assets remain subject to the Company’s                                         7   





 






         general creditors in the event of insolvency or bankruptcy and shall otherwise contain        such terms as are necessary to ensure that they do not constitute a “funding” of the Plan        for purposes of the Code.   6.2   No Warranties; No Liability.  Neither the Plan Administrator nor any Employer warrants        or represents in any way that the value of a Participant’s Award will increase or not        decrease.  No individual acting as a director, officer, employee or agent of the Company        will be liable to a Participant, Beneficiary or any other person for any action, including        any Award forfeiture or discretionary action taken pursuant to this Plan, an Award        Agreement or any related implementing policy or procedure of the Company.   6.3   Inalienability of Benefits.  Except as required by law, no benefit under, or interest in, the        Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment,        pledge, encumbrance, or charge, and any attempt to do so shall be void.   6.4   Reclassification of Employment Status.  Notwithstanding anything herein to the contrary,        an individual who is not characterized or treated as a common law employee by an        Employer shall not be eligible to participate in the Plan notwithstanding any        determination of employee status by the Internal Revenue Service, a court of competent        jurisdiction or otherwise.   6.5   Application of Local Law.  Participation in the Plan and the issuance and payment of any        Award under the Plan shall be subject to any special terms and conditions for the        Participant’s country of residence (and country of employment, if different), as may be        set forth in an addendum to an Award Agreement or otherwise in writing.  The Plan        Administrator reserves the right to impose other requirements on participation in the        Plan, to the extent the Plan Administrator, in its sole discretion, determines that such        other requirements are necessary or advisable in order to comply with local law.  To the        extent a court or tribunal of competent jurisdiction determines that any provision of the        Plan is invalid or unenforceable, in whole or in part, the Plan Administrator, in its sole        discretion, shall have the power and authority to revise or strike such provision to the        extent necessary to make it and the other provisions of the Plan valid and enforceable to        the full extent permitted under local law.  In the case of a Participant who is a local        national of and employed in a country that is a member of the European Union, the grant        of the Award and the terms and conditions governing the Award are intended to comply        with the age discrimination provisions of the EU Equal Treatment Framework Directive,        as implemented into local law (the “Age Discrimination Rules”).  To the extent a court or        tribunal of competent jurisdiction determines that any provision of the Award is invalid        or unenforceable, in whole or in part, under the Age Discrimination Rules, 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 the provision and the Award valid and        enforceable to the full extent permitted under local law.   6.6   Expenses.  The Employer shall pay all costs and expenses incurred in operating and        administering the Plan.                                          8   





 






   6.7   No Right of Employment.  Nothing contained herein, or any action taken under the        provisions hereof, shall be construed as giving any Participant the right to be retained in        the employ of an Employer.   6.8   Headings.  The headings of the sections in the Plan are placed herein for convenience of        reference, and, in the case of any conflict, the text of the Plan, rather than such heading,        shall control.   6.9   Construction.  The Plan shall be construed, regulated, and administered in accordance        with the laws of the Commonwealth of Massachusetts and applicable federal laws.                IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly  authorized officer on the 20th day of February, 2014.                                                    STATE STREET CORPORATION                                                        By:  /s/ Alison Quirk                        .                                                                               Executive Vice President – Chief                                                     Human Resources and                                                     Citizenship Officer                                              9   





 






                                FIRST AMENDMENT                      TO THE STATE STREET CORPORATION                    SUPPLEMENTAL CASH INCENTIVE PLAN                             (Effective January 1, 2014)          Pursuant to Section 5.1 of the State Street Corporation Supplemental Cash Incentive Plan  (the “Plan”), State Street Corporation, acting through the undersigned, its authorized delegate,  hereby amends the Plan as follows, effective January 1, 2018:    Subparagraph (r) “Restrictive Covenant” of Section 1.3 Definitions is replaced in its entirety  with the following:          “Restrictive Covenant” means any confidentiality, assignment and disclosure, non-       solicitation, non-competition, non-disparagement, post-employment cooperation or notice        provision that the Participant agrees to or has agreed to with the Employer, including but        not limited to the restrictions contained in the Award Agreement, any employment        agreement or offer letter, equity award agreement, change in control employment        agreement or required as a condition to entitlement to payment under any executive        supplemental retirement plan.   Section 6.3 of the Plan, Inalienability of Benefits, is replaced in its entirety with the following:    “Transferability of Awards.  No benefit under, or interest in, the Plan shall 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 pursuant to a court issued  domestic relations order; provided, however, that, except with respect to a benefit or interest  subject to Section 409A, the Committee 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; 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 6.3 shall be deemed to restrict a transfer to the Company.”          IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its  duly authorized officer this 6th day of February, 2018.                                        STATE STREET CORPORATION                                                                            By: _/s/ Kathryn M. Horgan_________                                                                            Title: _EVP, Chief Human Resources and                                      Citizenship Officer______     





 






                              SECOND AMENDMENT                      TO THE STATE STREET CORPORATION                    SUPPLEMENTAL CASH INCENTIVE PLAN                           (Plan Effective January 1, 2014)          Pursuant to Section 5.1 of the State Street Corporation Supplemental Cash Incentive Plan  (the “Plan”), State Street Corporation, acting through the undersigned, its authorized delegate,  hereby amends the Plan as follows, effective January 1, 2019:    Subparagraph (i) “Eligible Employee” of Section 1.3 Definitions is clarified by replacing it in its  entirety as follows:          “Eligible Employee” means (i) any employee of an Employer (including an officer or        director who is also an employee) and (ii) any individual (a) who is no longer an        employee of an Employer due to retirement or otherwise, (b) who the Plan Administrator        determines, in its discretion, is eligible to receive a cash bonus or other compensation        earned while in the employment of an Employer, and (c) whose cash bonus or other        compensation the Plan Administrator determines, in its discretion, be paid, in whole or in        part, in the form of an Award under this Plan.           IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its  duly authorized officer this 19th day of February, 2019.                                                 STATE STREET CORPORATION                                                                            By: _/s/ Kathryn M. Horgan_________                                                                            Title: _EVP, Chief Human Resources and                                      Citizenship Officer______     





 






                           STATE STREET CORPORATION                      SUPPLEMENTAL CASH INCENTIVE PLAN                                                                 [      ] Deferred Value Award Agreement    Subject  to  your  acceptance  of  the  terms  set  forth  in  this  agreement and  the  addendum  attached  to  it (“Agreement”), your  Employer has  awarded  you,  under  the  State  Street  Corporation Supplemental Cash Plan (“Plan”), and pursuant to this Agreement and the terms  set  forth  herein,  a  contingent  right  to  receive cash  payments (“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 (“Award Administrator”).      The  Plan  has  been  established  for  the  purpose  of  rewarding,  retaining  and  motivating  employees for services and performance during the period from the grant of the Award to the  date of the vesting of the Award.  In addition to this Award, you may have received a cash  bonus under State Street Corporation’s (“Company”) annual incentive plan applicable to you  for the [prior year] performance year that was paid or is payable in immediate cash in the  [current year] (“Immediate Cash Payment”). As set forth below, certain terms and conditions  of this Agreement apply to both this Award and your Immediate Cash Payment, if any.     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 Award.      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.  Copies of the Plan 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, and any associated materials.  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  State  Street  Corporation  and  each  Subsidiary.  “Subsidiary”  means  State  Street  Corporation’s  consolidated subsidiaries.     By  accepting  this  Award,  you and  the  Company agree  that  any  claim arising  out  of this  Award by the Company pursuant to this Award may only 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                                                                                                                          1                                            





 






   courts or applicable law, and waive any arguments that such courts are not an appropriate or  convenient forum.     This Award  and  Immediate  Cash  Payment  are  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 plan,  policies or practices, the Committee 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  the  Immediate  Cash  Payment,  or  to  otherwise  impose  or  apply  restrictions on this Award, it shall, in its sole discretion, be authorized to do so. By accepting  this  Award,  you  consent  to  making  payment  to your Employer (or  most  recent  former  Employer) in the event of a compensation recovery determination by the Committee or State  Street.    2.    General Circumstances of Forfeiture.      Any amount remaining to be paid in respect of this Award will be forfeited, if:       a. 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 a Subsidiary;         b. You terminate employment with the Company and its Subsidiaries on a voluntary      basis and are not [Retirement Eligible or] Disabled [(for avoidance of doubt, the      Plan’s  “Retirement  Eligible”  exception  to  forfeiture  upon  termination  of      employment does not apply to this Award)]; or     c. Your employment with the Company and its Subsidiaries is terminated for gross      misconduct as determined by the Company or the relevant Subsidiary, in its sole      discretion,  or  the  Company or  the  relevant  Subsidiary,  in  its  sole  discretion,      determines  that  circumstances  prior  to  the  date  on  which you  ceased  to  be      employed  by with the  Company and  its  subsidiaries for  any  reason  constituted      grounds for termination for gross misconduct.           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                                                                                                                          2                                            





 






    minimum  extent  necessary  to  make  it  valid  and  enforceable  to  the  full  extent   permitted under applicable local law.      This Section 2 applies in addition to, and not to the exclusion of, any other holding,   forfeiture and/or clawback provisions contained in this Agreement.       3.    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 3.  In respect of any amount remaining to be paid in respect  of  this  Award  may,  in the  sole  discretion  of  the  Committee,  be  reduced,  forfeited or  cancelled, in the event that it is determined by the Committee, 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.     4.    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 the UK (either PRA or FCA) Remuneration Code, you acknowledge      and agree that both this Award and the Immediate Cash Payment are subject to      the provisions of this Section 4 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 4 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 4 were it not for the expiration of the seven (7)-year period.                                                                                                                            3                                            





 






                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  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 the cash delivered to you in respect of this Award or the Immediate Cash     Payment.                 d. The  Company  may  produce  guidelines  from  time  to  time  in  respect  of  its     operation of the provisions of this Section 4. The Company intends to apply such     guidelines  in  deciding  whether  and  when  to  effect  any  reduction, forfeiture,     cancellation or recovery of compensation but, in the event of any inconsistency     between the provisions of this Section 4 and any such guidelines, this Section 4     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        Award Administrator and any brokerage firm and/or third party administrator        engaged by the Company to administer the Award to re-convey, transfer or        otherwise return to the Company any amount paid under the Award.                 f. For the purposes of this Section 4:                     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  4  applies  in  addition  to,  and  not  to  the  exclusion  of,  any  other     holding, forfeiture and/or clawback provisions contained in this Agreement.                                                                                                                       4                                                        





 






        5. SSB Intl GmbH and SSGA GmbH Affordability Limitations, 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 the       amount of  the  Immediate  Cash  Payment  plus this  Award are 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 a “SSB Intl GmbH Identified Staff Clawback          Event”).              c. Section 5 applies in addition to, and not to the exclusion of, any other holding, forfeiture       and/or clawback provisions contained in this Agreement.    6.    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  Committee,  be  reduced,  forfeited or  cancelled,  in      whole or in part, in the event that it is determined by the Committee, 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                                                                                                                                 5                                            





 






                   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 and the Immediate Cash     Payment also are subject to compensation recovery as provided herein.  Upon     the occurrence of either an MC/EVP Clawback Event or an MC/EVP Clawback     Breach, the  Committee  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  cash  no  later  than  sixty     (60) days following such determination. To the extent not prohibited by applicable     law  and  subject  to  compliance  with  Section  409A  of  the  Code,  if  you  fail  to     comply  with  any  requirement  to  repay  compensation  under  this  Section 6,  the     Committee  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.        c. For purposes of this Section 6:          i. “MC/EVP Clawback Event” means a determination by the Committee, 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                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  Committee  that  is  based  on                circumstances prior to the date on which you cease to be employed                                                                                                                       6                                                        





 






                              by  the  Company and  its  Subsidiaries for  any  reason,  even  if  the                determination  by  the  Committee  occurs  after  such cessation  of                employment.     ii. “MC/EVP Clawback Breach” means a determination by the Committee, 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 6(c)(i)(A), the amount of the Immediate Cash Payment plus                the amount of the cash payments, if any, 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;                (B)  with  respect  to  an  MC/EVP Clawback  Event  described  in                Section 6(c)(i)(B), the amount of the Immediate Cash Payment plus                the amount of the cash payments, if any, 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  Committee and  (y)  that  represents  an                amount that, in the sole discretion of the Committee, exceeds the                amount  you  would  have  been  awarded  as  the  Immediate  Cash                Payment  and  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  6(c)(ii), the  amount  of the Immediate  Cash  Payment  plus                the amount of the cash payments, if any, 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 Committee in its sole discretion; and                (D)  in each case, reduced, by taking into account any portion of                Immediate  Cash Payment and/or this  Award  that  was  previously                recovered by the Company under this Section 6 to avoid a greater                than 100% recovery.       d. 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  10 (if     applicable),  if  you  fail  to  comply  with  any  requirement  to  repay  compensation     under  Section 6(b),  the Committee 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 awards                                                                                                                       7                                                        





 






       granted under the Plan (or any other amounts acquired pursuant to the Plan) to      re-convey, transfer or otherwise return such amounts to the Company.         e. 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.    Payment and Tax Withholding.    Payment  will  be  made  as  soon  as  feasible  on  or  after  the  vesting  date,  and  in  any  event  within  thirty  (30)  days  following  the  vesting  date.   Federal,  state  and  local  taxes  will  be  withheld as required by law and the net remaining value will be delivered as USD cash into  the default cash fund in your individual Award Administrator account.  The default cash fund  in your individual Award Administrator account pays interest at prevailing rates and can be  sold at any time.    8.    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.    9.    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.                                                                                                                              8                                            





 






   10.   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       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.           11.   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, forfeited, cancelled,  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 amount  of  cash subject  to  an  award,  and forfeiture,  clawback  and      vesting provisions.         b. Company and Committee Discretion. Sections 2 through 6 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 Committee, 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  Committee  may,  as                                                                                                                          9                                            





 






                   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 2     through 6, including suspension of vesting and payment pending an investigation     or the determination by the Company, the relevant Subsidiary or the Committee,     as  applicable.   Each  such  Section  is  without  prejudice  to  the  provisions  of  the     other Sections, and the Company, the relevant Subsidiary or the Committee, as     applicable,  may  elect  or  be  required  to  apply  any  or  all  of  the  provisions  of     Sections 2 through 6 to this Award and, where applicable, to the Immediate Cash     Payment.  Sections 2 through 6 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, MC/EVP  Clawback  Event or  an  MC/EVP     Clawback Breach has occurred pursuant to Section 4, 5, or 6, respectively, at or     prior to your death, any amount that the Committee 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     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  the  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 Award 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        Committee 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,                                                                                                                       10                                                        





 






                     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, 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, a grant of an Award 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.       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.                 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. 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 under this Agreement.                 k. Notional  Investments.  100%  of  the  Award  will  be  allocated  to  and  will  be     treated  as  though  notionally  invested  in  the  State  Street  Institutional  U.S.     Government Money Market Fund.  The earnings credited will vary based on the     actual performance of the money market; however, there is no ownership interest     in the Money Market Fund or any other actual investment.  Earnings, if any, will     generally  result  in  the  credit  of  additional  notional  units  as  the  Money  Market     Fund  is  managed  to  a  $1.00  USD  unit  share  price. Past  performance  is  no     guarantee of future performance and the fund unit value can decline below $1.00                                                                                                                       11                                                        





 






       USD. The administration of earnings shall be subject to procedures approved by      the Plan Administrator.  The Plan Administer may at any time substitute a new      fund or other notional tracking option for the Money Market Fund, including with      respect to balances already notionally invested under the Plan. You acknowledge      and agree, on your behalf and on behalf of your Beneficiaries, that none of the      Company  or  its  agents  or  representatives  shall  be  liable  for  any  losses  or      damages  of  any  kind,  including  notional  investment  losses,  relating  to  the      allocation  of  the  Award  to  the  Money  Market  Fund  or  any  other  notional      investment 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.    12.   Application of Local Law and Countries Addendum.     a. Notwithstanding Section 11(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      immediately  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 Award 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).    13.   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.                                                                                                                           12                                            





 






      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  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. Award  Administrator.  The  Company  transfers  your  personal  data  to  the  Award        Administrator,  which  assists  the  Company  with  the  implementation,  administration  and        management  of  the Plan.   In  the  future,  the  Company  may  select  a  different  Award        Administrator  and  share  your  personal  data  with  another  company  that  serves  in  a        similar  manner.   The  Award  Administrator  will  open  an  account to  credit  your  Award,        including any amounts that ultimately vest under the Plan. You will be asked to agree on        separate  terms  and acknowledge data  processing  practices  with  the Award        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 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.                                                                                                                                                         13                                            





 






                                                                              APPENDIX A                              COUNTRIES ADDENDUM                    TO [    ] DEFERRED VALUE AWARD AGREEMENT                                                                   STATE STREET CORPORATION                      SUPPLEMENTAL CASH INCENTIVE PLAN                                                              A. United States                    B. Australia                    C. Brazil                    D. Brunei                    E. Canada                    F. France                    G. Germany                    H. Hong Kong                    I. India                    J. Ireland                    K. Luxembourg                    L. Netherlands                    M. Poland                    N. South Korea                    O.  Thailand                    P. 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.  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                                                                                                                           14                                            





 






   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 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                                                                                                                          15                                            





 






   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.   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                                                                                                                            16                                            





 






               (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 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                                                                                                                           17                                            





 






   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                   You were a Vice President or higher and your             Employer was Charles River Development at any                                                           12 months             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                                                                                                                           18                                            





 






              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               (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.                                                                                                                           19                                            





 






         (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 B.  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.                                                                                                                              20                                            





 






         (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  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 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                                                                                                                          21                                            





 






   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 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.                                                                                                                           22                                            





 






         (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.                                    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.    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                                                                                                                          23                                            





 






         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:                (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 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, 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:                                                                                                                          24                                            





 






                     (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  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 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                                                                                                              25                                                     





 






                      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:             You were a Managing Director, Senior       Managing Director or Senior Vice President                                                      6 months       working in one of the Specified Job Families       (defined below)                                                                                                         26                                                   





 






                  You were a Vice President working in one of                                                            3 months             the Specified Job Families               (iv)  The  period  of  months  referred  to  in  Paragraph 4(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 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 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 B.  You can find your Job Family in the        State  Street  human  resources information system  (in  MyWorkday,  navigate  to  View                                                                                                                           27                                            





 






         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 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  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.   7.    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.  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 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                                                                                                                          28                                            





 






   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  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 Addendum, and it shall  be deemed to have been accepted by the Company.  12.   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.  13.   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.    BRAZIL  ______________________________________________________________________                                                                                                                             29                                            





 






         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.                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.                                                                                 D.    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. 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.                                                                                                                           30                                            





 






         (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.  2.    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 14,  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                                                                                                                           31                                            





 






         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.   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)   “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 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                                                                                                                           32                                            





 






                     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.    (b)  Non-Competition.             (i)    This Paragraph 4(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:                                                                                                                        33                                                        





 






                      (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       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:                                                                                                          34                                                   





 






                   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 4(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  4(a)(iii) above.  5.    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.                                                                                                                           35                                            





 






         (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        4(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 B.  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.  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  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.    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 Countries Addendum is appended.   You further agree that one or more of your Employer, the Company and its Subsidiaries will be                                                                                                                          36                                            





 






   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.          8.    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.    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  1,  2,  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.     11.   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.      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 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.     13.   Notification Requirement.  Until forty-five (45) days after the period of restriction under  Paragraph 4(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                                                                                                                          37                                            





 






   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.     14.   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.                                                                             E.   CANADA  ______________________________________________________________________          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.                                                                                                                           38                                            





 






                                                                                                                       F.  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.                                        G.   GERMANY                                                    ______________________________________________________________________    Subsection (a)(ii) of Section 4 General Circumstances of Forfeiture shall not apply to an Award  subject to this Agreement.                                                                                                                                                               H.   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 Award grant shall be null and void.                3.    Award Benefits Are Not Wages.  This Award does not form part of your wages  for purposes of calculating any statutory or contractual payments under Hong Kong Law.                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 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:                                                                                                                           39                                            





 






               (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 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  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                                                                                                                           40                                            





 






                     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.             (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:                                                                                                                        41                                                        





 






                      (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.        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:                                                                                                          42                                                   





 






                               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 5 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       5(a)(ii).             (vi)  “Restricted Territory” means any area or territory:                   (1)   in which you worked during the Relevant Period; and/or                                                                                                                        43                                                        





 






                     (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 B.  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 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.           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  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.          8.  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.          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                                                                                                                          44                                            





 






   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  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.          11. 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.          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 Countries  Addendum, and it shall be deemed to have been accepted by your Employer and the Company.          13. Notification  Requirement.  Until  45  days  after  the  period  of  restriction  under  Paragraph 5(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.          14. 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), 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.                                                                                                                           45                                            





 






                                         I.   INDIA    ____________________________________________________________________    1.    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 4 which shall apply  to you under the circumstances described in Paragraph 4.  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.   2.    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 17 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 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                                                                                                                           46                                            





 






         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.   3.    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)   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                                                                                                                          47                                            





 






   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.   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; 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                                                                                                                          48                                            





 






        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 4,  “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 Period Upon Resignation.          (a)   This  Paragraph 5 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)   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 5, your Employer, the Company or any of its Subsidiaries shall be                                                                                                                          49                                            





 






   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 6, 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 5, 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 5 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 5 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).   6.     Non-Competition.        (a)   This Paragraph 6 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 6(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 6(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 12 months             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                                                                                                                           50                                            





 






              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               (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.                                                                                                                           51                                            





 






         (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 B.  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).   7.     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 future.   8.     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,                                                                                                                           52                                            





 






   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.   9.     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.   10.    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  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  this  Award is 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.   11.    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.   12.    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.   13.    Interpretation  of  Business  Protections.  The  agreements  made by  you  in                                                                                                                           53                                            





 






   Paragraphs, 2, 3, 4, 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.   14.    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.    15.    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.   16.    Notification  Requirement.  Until  forty-five (45)  days  after  the  period  of  restriction  under Paragraph 6 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.    17.    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.                                                                                                                          54                                            





 






         (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.   18.    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.                                                                                J.   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                                                                                                                          55                                            





 






   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.          (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                                                                                                                          56                                            





 






   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.        (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   6 months                                                                                                                          57                                            





 






              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            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 B.  You can find your Job Family in the State Street human resources                                                                                                                           58                                            





 






   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.        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.                                                                                                                           59                                            





 






         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  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.                                                                                                                      K. 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.                                                                                                                           60                                            





 






   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   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.                                                                                                                          61                                            





 






         (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                   You were a Vice President or higher and your             Employer was Charles River Development at any             time during the twelve (12) months immediately 12 months             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                                                                                                                           62                                            





 






              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 B.  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                                                                                                                           63                                            





 






         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  Paragraphs 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.                                                                                                                          64                                            





 






         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.                                         L.  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.                                                                                                                        M.   POLAND                                                      ______________________________________________________________________         Kopię tej Umowy w języku polskim może Pan/Pani otrzymać wchodząc na Stronę.                                                                                         N. SOUTH KOREA                                                                                                                                                                                65                                            





 






   ______________________________________________________________________    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.              (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                                                                                                                           66                                            





 






         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  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.                                                                                                                             67                                            





 






         (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.          (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                                                                                                                           68                                            





 






   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:              If at the time of termination:            Then the Non-                                                      Compete Period                                                                                                                           69                                            





 






                                                        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)   “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.                                                                                                                           70                                            





 






         (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 B.  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,                                                                                                                           71                                            





 






   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  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 this Award is 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                                                                                                                           72                                            





 






   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               (ii)  in a complaint or other document filed in a lawsuit or other proceeding, if              such filing is made under seal.                                                                                                                           73                                            





 






         (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.                                                                                                                                             O.   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.    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                                                                                                                           74                                            





 






         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.          (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                                                                                                                          75                                            





 






   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.          (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                                                                                                                           76                                            





 






   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.          (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                                                                                                                          77                                            





 






   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.              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                                                                                                                           78                                            





 






   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 B.  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                                                                                                                            79                                            





 






               (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  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 this Award is 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                                                                                                                          80                                            





 






   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  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                                                                                                                          81                                            





 






   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 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.                                                                                                                                                                                       P.  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  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.                                                                                                                               82                                            





 






   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 Award, 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 Award.  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               (iii) divert a business opportunity from the Company or any of its Subsidiaries              to any other Person.                                                                                                                                83                                            





 






         (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,  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.                                                                                                                           84                                            





 






                      (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:             You were an Executive Vice President or       higher                                        12 months             You were a Vice President or higher and your                                                                                                        85                                                   





 






                          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                     (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.               (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.                                                                                                                        86                                                        





 






               (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 B.  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  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                                                                                                                          87                                            





 






   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 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                                                                                                                           88                                            





 






         (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.                                  *          *          *         *         *                                                                                                                                                                                             89                                            





 






                                        APPENDIX B                                                                             SPECIFIED JOB FAMILIES   Specified Job Families subject to the Award’s non-competition provisions include [specified job  families].                                                                                                                                          90