exhibit101combined






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





 






   -i-  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  





 






1    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  





 






2    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  





 






3    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  





 






4    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.  





 






5    (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  





 






6    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.    





 






7    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  





 






8    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.  





 






9    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    





 






10    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.”    ARTICLE IIN 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______  





 






11    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.    ARTICLE IIIN WITNESS WHEREOF, the Company has caused this instrument to be  executed by its duly authorized officer this 19th day of February, 2019.   ARTICLE III   STATE STREET CORPORATION    By: _/s/ Kathryn M. Horgan_________    Title: _EVP, Chief Human Resources and  Citizenship Officer______  





 






12    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 subsidiaries  and affiliates as determined by the Company in its sole discretion.  “Employer” means the  Subsidiary that employs you, or which last employed you, following the termination of your  employment.     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  





 






13    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 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. The Company, in its sole discretion, determines that the circumstances prior to  the date on which you ceased to be employed by the Company and its  Subsidiaries for any reason constituted grounds for an involuntary termination 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 , including for  avoidance of doubt in the UK, the Equality Act of 2020  (the “Age Discrimination  Legislation”).  To the extent a court or tribunal of competent jurisdiction determines  that any provision of this Award is invalid or unenforceable, in whole or in part, under  the Age Discrimination Legislation, the Company, in its sole discretion, shall have the  power and authority to revise or strike such provision to the minimum extent  necessary to make it valid and enforceable to the full extent permitted under  applicable local law.    





 






14    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., Institutional Services, Global Delivery,  Global Markets or State Street Alpha) or business division (e.g., Global Clients Division,  Charles River Development or Global Technology Services).  “Business” shall refer to such  business unit or business division.  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.    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”).  





 






15      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; and    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.    





 






16    5. SSBI and SSGA GmbH Affordability Limitations, Malus-Based Forfeiture and  Clawback.       a. Awards issued to SSBI 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 SSBI 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 SSBI Identified  Staff,     (i) contributed significantly to, or was responsible for, conduct that resulted in    significant losses or regulatory sanctions for SSBI, or     (ii)  is responsible for a serious breach of relevant external or internal rules on good         conduct (each of (i) and (ii) constituting a “SSBI 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    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   





 






17      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  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 any Subsidiary, whether in  





 






18    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  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.    





 






19    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.      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  





 






20    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  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, SSBI 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  





 






21    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,  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 du présent Contrat  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  





 






22    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 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  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.    





 






23    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, 02111, U.S.A. and  grants Awards under the Plan to employees of the Company and its Subsidiaries in its sole  discretion. You should carefully review the following information about the Company’s data  privacy practices in relation to your Award.  a. Data Collection, Processing and Usage. Pursuant to applicable data protection laws,  you are hereby notified that the Company and your Employer collect, process and use  certain personal data about you for the legitimate interest of implementing, administering  and managing the Plan and generally administering  Awards; specifically, including your  name, home address, email address and telephone number, date of birth, social security  number, social insurance number or other identification number, salary, citizenship, job  title, any 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.    





 






24    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.    





 






25        APPENDIX A  COUNTRIES ADDENDUM   TO [    ] DEFERRED VALUE AWARD AGREEMENT    STATE STREET CORPORATION  SUPPLEMENTAL CASH INCENTIVE PLAN     Capitalized terms used but not defined herein shall have the meanings consistent with the terms  of the  Agreement.    This Appendix A includes additional terms and conditions that govern the Award granted  to you under the Plan if you work and/or reside in any of the countries listed below.  Appendix A  is part of the Agreement. To the extent there are any inconsistencies between these additional  terms and conditions and those set forth in the Agreement, the  terms and conditions reflected herein shall prevail.    If you are a citizen or resident of a country other than the one in which you are currently  residing and/or working, transfer employment and/or residency to another country after  the Award date, or are considered a resident of another country for local law purposes,  the Company shall, in its discretion, determine to what extent the terms and conditions  contained herein shall be applicable to you.    The Plan and this Agreement, including this Counties Addendum,  constitute the complete  understanding and agreement between the parties to this Agreement with respect to this Award,  and supersedes and cancels any previous oral or written discussions, agreements or  representations regarding this Award.      A. United States  B. Australia  C. Austria  D. Belgium  E. Brazil  F. Canada  G. Cayman Islands  H. China  I. France  J. Germany  K. Hong Kong  L. India  M. Ireland  N. Italy  O. Japan  P. Jersey  Q. Luxembourg  





 






26    R. Netherlands  S. Norway  T. Poland  U.  Saudi Arabia  V. Singapore  W. South Korea  X. Switzerland  Y. Taiwan  Z. United Arab Emirates  AA. 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 of the termination of your  employment 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  and that the covenant not to compete and other promises are reasonable and  necessary to protect the legitimate interests of the Company and its Subsidiaries.   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, during the course of or as a result of your employment,  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, but is not  limited to, 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.  





 






27    (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  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:   





 






28    (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   (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 one  hundred eighty (180) days’ advance notice;  





 






29    (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 or the Company 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 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 (2) years preceding the date of the termination of your employment.  





 






30    (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  will continue for:       You were an Executive Vice President or  higher  12 months       You were a Vice President or higher and your  Employer was Charles River Development at any  time during the twelve (12) months immediately  preceding the termination of your employment       You were a Client Executive 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  following was true at any time during the  twelve (12) months immediately preceding the  termination of your employment:  Then the Non- Compete Period  will continue for:       You were a Managing Director, Senior  Managing Director or Senior Vice President  working in one of the Specified Job Families   6 months      You were a Vice President working in one of  the Specified Job Families 3 months  (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  





 






31    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 two (2) years following termination of  your employment.  (e) “Client Executive” means a Senior Vice President or above who has been  assigned the Sales and Service > Account Management designation, as reflected on your  MyWorkday Profile.  (f) “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 two (2) year period immediately preceding such termination.  (g) “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 two (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 two (2) year period.  (h) “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.”   





 






32    (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 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.    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 the Deferred  Shares granted to you in connection with this Award are to be forfeited on account of your  





 






33    breach of the provisions of this Countries Addendum, any unvested portion of your Award will  cease to vest upon such determination.  10. No Waiver.  No delay by your Employer, the Company or any of its Subsidiaries in  exercising any right under this Countries Addendum shall operate as a waiver of that right or of  any other right.  Any waiver or consent as to any of the provisions herein provided by your  Employer, the Company or any of its Subsidiaries must be in writing, is effective only in that  instance, and may not be construed as a broader waiver of rights or as a bar to enforcement of  the provision(s) at issue on any other occasion.  11. Relationship to Other Agreements.  This Addendum supplements and does not limit,  amend or replace any other obligations you may have under applicable law or any other  agreement or understanding you may have with your Employer, the Company or any of its  Subsidiaries or pursuant to the applicable policies of any of them, whether such additional  obligations have been agreed to in the past, or are agreed to in the future.  12. Interpretation of Business Protections.  The agreements made by you in Paragraphs  1, 2, 3, 4 and 5 above shall be construed and interpreted in any judicial or other adjudicatory  proceeding to permit their enforcement to the maximum extent permitted by law, and each of  the provisions to this Countries Addendum is severable and independently enforceable without  reference to the enforcement of any other provision.  If any restriction set forth in this Countries  Addendum is found by any court of competent jurisdiction to be unenforceable because it  extends for too long a period of time or over too great a range of activities or in too broad a  geographic area, it shall be interpreted to extend only over the maximum period of time, range  of activities or geographic area as to which it may be enforceable.  13. Assignment.  Except as provided otherwise herein, this Countries Addendum shall be  binding upon and inure to the benefit of both parties and their respective successors and  assigns, including any person or entity which acquires the Company or its assets or business;  provided, however, that your obligations are personal and may not be assigned by you.   14. Electronic Acceptance.  By accepting this Award electronically, you will be deemed to  have acknowledged and agreed that you are bound by the terms of this Countries Addendum,  and it shall be deemed to have been accepted by the Company.  You agree that this electronic  acceptance by both you and the Company shall be deemed equivalent to the Award having  been signed by both parties.  15. Notification Requirement.  Until forty-five (45) days after the period of 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  





 






34    that you have made any such report or disclosure.  However, in connection with any such  activity, you acknowledge you must take reasonable precautions to ensure that any Confidential  Information that is disclosed to such authority is not made generally available to the public,  including by informing such authority of the confidentiality of the same.  (b) You shall not be held criminally or civilly liable under any Federal or state trade  secret law if you disclose a Company trade secret:   (i) in confidence to a Federal, state, or local government official, either  directly or indirectly, or to an attorney, solely for the purposes of reporting or  investigating a suspected violation of law; or   (ii) in a complaint or other document filed in a lawsuit or other proceeding, if  such filing is made under seal.  (c) Despite the foregoing, you also acknowledge that you are not permitted to  disclose to any third-party, including any governmental or regulatory authority, any information  learned in the course of your employment that is protected from disclosure by any applicable  privilege, including but not limited to the attorney-client privilege, attorney work product doctrine,  the bank examiner’s privilege, and/or privileges applicable to information covered by the Bank  Secrecy Act (31 U.S.C. §§ 5311-5330), including information that would reveal the existence or  contemplated filing of a suspicious activity report.  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.    *     *    *     *    *   *   *    B. AUSTRALIA    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 of the termination of your  employment 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 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.  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.  Confidentiality.    (a) You acknowledge that, during the course of or as a result of your employment,  you have access to Confidential Information which is not generally known or made available to  





 






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





 






36    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 and consent to State Street's use of that Work Product without attribution  of authorship, or State Street's manipulation of that Work Product for the purposes of the  Copyright Act 1968 (Cth).  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.    These obligations shall continue beyond the period of your employment with respect to  inventions or creations conceived or made by you during the period of your employment  5. Non-Solicitation.   (a) This Paragraph 5 shall apply to you at any time that you hold the title of Vice  President or higher.  (b) You agree that, during your employment and for the Restraint Period (as defined  in sub-clause (c) below) 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, engage, recruit, or in any way assist  another Person in soliciting, employing, hiring, engaging or recruiting, 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 to the  extent required by law); 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) For purposes of this Paragraph 5:  (i) “Officer” is as defined in the Corporations Act 2001 (Cth) and shall include  any person holding a position title of Assistant Vice President or higher.  (ii) “Restraint Period" mean:   (1) a period of eighteen (18) months from the termination date of your  employment, or if such period is held unenforceable by a court of  competent jurisdiction, then   





 






37    (2) a period of twelve (12) months from the termination date of your  employment, or if such period is held unenforceable by a court of  competent jurisdiction, then  (3) a period of nine (9) months from the termination date of your employment,  or if such period is held unenforceable by a court of competent  jurisdiction, then  (4) a period of six (6) months from the termination date of your employment.  (iii) the restrictions imposed on you are intended to operate for the maximum  Restraint Period and each of the sub-clauses set out under the definition of  "Restraint Period" above are separate and independent restrictions that apply  concurrently and are not intended to limit the operation, interpretation or  severability of each other.  Notwithstanding the foregoing, this Paragraph 5 shall  be inapplicable following a Change in Control.  6. Notice and Non-Compete. In consideration of your receipt of this Award, you expressly  agree to comply with the terms and conditions below without regard to whether or not any  amount has been forfeited, paid, delivered or repaid, under this Award at any time, including the  time you separate from service with your Employer, the Company and its Subsidiaries.  It is a  condition of this Award that, if you fail to comply with the terms and conditions below, then the  Company may in its absolute discretion determine that any or all of the amounts remaining to be  paid under this Award should be forfeited.  All terms used herein shall have the meaning given to them in the Plan or the Award, except as  otherwise expressly provided herein.  (a) Notice Period Upon Resignation.    (i) In order to permit the Company and its Subsidiaries to safeguard their business  interests and goodwill in the event of your resignation from employment for any  reason, if you hold the title of Vice President or higher immediately prior to termination  of your employment, you agree to give your Employer advance notice of your  resignation. The duration of the advance notice you provide (the “Notice Period”) will  be determined by your title at the time you deliver such notice, as follows:  (1) If you are a member of the State Street Corporation Management  Committee, you will give one hundred eighty (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 ninety (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  





 






38    to assist with transitioning your duties, accomplishing its or their business, and/or  preserving its or their client and customer 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 (v)   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) You agree that should you fail to provide advance notice of your  resignation as required in this Paragraph 6, your Employer, the Company or any of its  Subsidiaries shall be entitled to seek injunctive relief restricting you from employment for  a period equal to the period for which notice of resignation was required but not  provided, and for the period of restriction under Paragraph 6(b), if applicable, in addition  to any other remedies available under law  (v) In its sole discretion, at any time during the Notice Period, the Company  or your   Employer may release you from your obligations under this subparagraph (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.  (vi) Notwithstanding the foregoing, if you hold the title of Executive Vice  President or higher this Paragraph 6 shall not apply in the event you terminate your  employment for Good Reason on or prior to the first anniversary of a Change in Control  (each as defined in the Plan).  (b) Non-Competition.  (i) This subparagraph (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 6(b)(iii) below (the entire period, including both during  employment and after employment, if any, the “Non-Compete Period”),  you will not  within the Restricted Territory, directly or indirectly, whether as owner, director, partner,  investor, consultant, agent, employee, co-venturer or otherwise and whether alone or in  conjunction with or on behalf of any other person:  (1) become engaged, employed, concerned or interested in or provide technical,  commercial or professional advice to, any Person which supplies or provides (or  intends to supply or provide) Products or Services in competition with such parts  of the business of the Employer or any Relevant Group Company with which you  were materially engaged or involved or for which you were responsible during the  Relevant Period;  (2) compete with your Employer or any Relevant Group Company, or undertake any  planning for any business competitive with the business of your Employer or any  Relevant Group Company; or  





 






39    (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:  If at the time of termination:  Then the Non- Compete Period will  continue for:       You were an Executive Vice President or  higher  a) 12 months  from the  termination  date of your  employment,  or if such  period is held  unenforceable  by a court of  competent  jurisdiction,  then  b) 9 months  from the  termination  date of your  employment,  or if such  period is held  unenforceable  by a court of  competent  jurisdiction,  then  c) 6 months  from the  termination  date of your  employment.       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  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  following was true at any time during the  twelve (12) months immediately preceding  Then the Non- Compete Period will  





 






40    the termination of your employment: continue for:       You were a Managing Director, Senior  Managing Director or Senior Vice President  working in one of the Specified Job Families   a) 6 months  from the  termination  date of your  employment,  or if such  period is held  unenforceable  by a court of  competent  jurisdiction,  then  b) 3 months  from the  termination  date of your  employment.        You were a Vice President working in one of  the Specified Job Families 3 months  (iv) The restrictions imposed on you in sub-clause (iii) above are intended to  operate for the maximum Non-Compete Period and broadest Restricted Territory. Each  of the sub-clauses set out in the table above are separate and independent restrictions  that apply concurrently and are not intended to limit the operation, interpretation or  severability of each other.    (v) The period of months referred to in Paragraph 6(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 6(a)(ii) above.    (vi) Nothing in this subparagraph (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) “Client Executive” means a Senior Vice President or above who has been  





 






41    assigned the Sales and Service > Account Management designation, as reflected on  your MyWorkday Profile.  (iii) “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.”  (iv) “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.  (v) “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.  (vi) “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.  (vii) “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  6(a)(ii).  (viii) “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.  (ix) “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:   1) transfer the Client’s business from the Company or any of its  Subsidiaries to any other Person;   2) cease or curtail the Client’s business with the Company or any of its  Subsidiaries; or  3) divert a business opportunity from the Company or any of its  Subsidiaries to any other Person.  (x) “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  





 






42    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. 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.  8. Enforcement.  You acknowledge and agree that the promises contained in this  Countries Addendum are necessary to the protection of the legitimate business interests of your  Employer, the Company and its Subsidiaries, including without limitation its and their  confidential information, trade secrets and goodwill, and are material and integral to the  undertakings of the Company under this Award to which this 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.   9. 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.  10. Relationship to Other Agreements.  This Addendum supplements and does not limit,  amend or replace any other obligations you may have under applicable law or any other  agreement or understanding you may have with your Employer, the Company or any of its  Subsidiaries or pursuant to the applicable policies of any of them, whether such additional  obligations have been agreed to in the past, or are agreed to in the future.  11. Interpretation of Business Protections.  The agreements made by you in Paragraphs  3, 4, 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 Addendum is severable and independently enforceable without reference  to the enforcement of any other provision.  Consistent with the Restraint of Trade Act 1976  (NSW), if any restriction set forth in this Paragraph is found by any court of competent  jurisdiction to be unenforceable because it extends for too long a period of time or over too great  a range of activities or in too broad a geographic area, it shall be interpreted to extend only over  the maximum period of time, range of activities or geographic area as to which it may be  enforceable.  





 






43    12. 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.  13. Electronic Acceptance.  By accepting this Award electronically, you will be deemed to  have acknowledged and agreed that you are bound by the terms of this Addendum, and it shall  be deemed to have been accepted by the Company.  14. Notification Requirement. During the period of restriction under Paragraph 6(b) above  and for a further forty five (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.  15. 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 the Corporations Act 2001 (Cth).  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 legal professional 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 legally privileged information.    *     *    *     *    *   *   *  C. AUSTRIA  ______________________________________________________________________    No country-specific provisions.       D. BELGIUM  ______________________________________________________________________    No country-specific provisions.       E. BRAZIL  





 






44    ______________________________________________________________________    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.      *     *    *     *    *   *   *      F. CANADA  ______________________________________________________________________    1.  Termination of Employment. For purposes of the Award, the termination date of your  employment will be the earliest of:    (a) the date your employment is terminated, whether by you, by the Company or  your Employer, as applicable, or by way of contractual frustration; and     (b) the date you receive written notice of termination from the Company or your  Employer, as applicable;    regardless of any period during which notice, pay in lieu of notice or related payments or  damages are provided or required to be provided under local law. For greater certainty,  you will not earn or be entitled to any pro-rated vesting for that portion of time before the  date on which your right to vest terminates, nor will you be entitled to any compensation  for lost vesting. Notwithstanding the foregoing, if applicable employment standards  legislation explicitly requires continued vesting during a statutory notice period, your  right to vest all or a portion of the Award will terminate effective upon the expiry of  your minimum statutory notice period, but you will not earn or be entitled to pro-rated  vesting if the vesting date falls after the end of your statutory notice period, nor will you  be entitled to any compensation for lost vesting. In any event, if your employment  agreement is contractually frustrated due to illness, injury or Disability, and employment  standards legislation explicitly requires continued vesting during a statutory notice  period, then the additional vesting provided under the Plan is deemed to b e  i n c l u s i v e  o f  any  en t i t l emen ts  tha t  a r i se  du r i ng  the  app l i cab le  s ta tu to ry  no t i ce  pe r i od .    2. Use of English Language.  The following provision will apply if you are a resident of  Quebec:    





 






45    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 avoir expressément requis la rédaction en  anglais du Contrat, ainsi que de tous documents exécutés, avis donnés ou  procédures judiciaires instituées en vertu du Contrat ou se rapportant directement  ou indirectement au Contrat.    Une version française du présent Contrat peut être consultée sur l’intranet.    *     *    *     *    *   *   *    G.  CAYMAN ISLANDS    ______________________________________________________________________    No country-specific provisions.         H.  CHINA  ______________________________________________________________________    No country-specific provisions.       I. FRANCE  ______________________________________________________________________      French Language Version.  You may obtain a copy the Agreement in French on the  Fidelity Website.       In French:  Vous pouvez obtenir une copie du présent Contrat sur le site internet de  Fidelity.    *     *    *     *    *   *   *      J. GERMANY    ______________________________________________________________________    Subsection (a)(ii) of Section 4 General Circumstances of Forfeiture shall not apply to an Award  subject to this Agreement.      *     *    *     *    *   *   *  





 






46        K. HONG KONG    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.  All terms used herein shall have the meaning given to them in the Plan or this Award, except as  otherwise expressly provided herein.  1.  IMPORTANT NOTICE.  WARNING: The contents of the Agreement, this Countries  Addendum, the Plan, and all other materials pertaining to this Award and/or the Plan have not  been reviewed by any regulatory authority in Hong Kong.  You are hereby advised to exercise  caution in relation to the offer thereunder.  If you have any doubts about any of the contents of  the aforesaid materials, you should obtain independent professional advice.  2.  Nature of the Plan.  The Company specifically intends that the Plan will not be treated  as an occupational retirement scheme for purposes of the Occupational Retirement Schemes  Ordinance (“ORSO”).  To the extent any court, tribunal or legal/regulatory body in Hong Kong  determines that the Plan constitutes an occupational retirement scheme for the purposes of  ORSO, the grant of the Deferred Shares shall be null and void.  3.   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. 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  





 






47    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.  5. Assignment and Disclosure.    (a) You acknowledge that, by reason of being employed by your Employer, to the  extent permitted by law, all works, deliverables, products, methodologies and other work  product conceived, created and/or reduced to practice by you, individually or jointly with others,  during the period of your employment by your Employer and relating to the Company or any of  its Subsidiaries or demonstrably anticipated business, products, activities, research or  development of the Company or any of its Subsidiaries or resulting from any work performed by  you for the Company or any of its Subsidiaries, including, without limitation, any track record  with which you may be associated as an investment manager or fund manager (collectively,  “Work Product”), that consists of copyrightable subject matter is "work made for hire" as defined  in the Copyright Act of 1976 (17 U.S.C. § 101), and such copyrights are therefore owned, upon  creation, exclusively by State Street. To the extent the foregoing does not apply and to the  extent permitted by law, you hereby assign and agree to assign, for no additional consideration,  all of your rights, title and interest in any Work Product and any intellectual property rights  therein to State Street.  You hereby waive in favor of State Street any and all artist’s or moral  rights (including without limitation, all rights of integrity and attribution) you may have pursuant  to any state, federal or foreign laws, rules or regulations in respect of any Work Product and all  similar rights thereto.  You will not pursue any ownership or other interest in such Work Product,  including, without limitation, any intellectual property rights.   (b) You will disclose promptly and in writing to the Company or your Employer all  Work Product, whether or not patentable or copyrightable.  You agree to reasonably cooperate  with State Street:   (i) to transfer to State Street the Work Product and any intellectual  property rights therein;   (ii) to obtain or perfect such right;   (iii) to execute all papers, at State Street’s expense, that State Street shall  deem necessary to apply for and obtain domestic and foreign patents,  copyright and other registrations; and   





 






48    (iv) to protect and enforce State Street’s interest in them.    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.    6. Non-Solicitation.    (a) This Paragraph 6 shall apply to you at any time that you hold the title of Vice  President or higher.  (b) You agree that, during your employment and for a period of twelve (12) months  from the date your employment terminates for any reason you will not, without the prior written  consent of the Company or your Employer:   (i) solicit, directly or indirectly (other than through a general solicitation of  employment not specifically directed to employees of the Company or any of its  Subsidiaries), the employment of, hire or employ, recruit, or in any way assist another in  soliciting or recruiting the employment of, or otherwise induce the termination of the  employment of, any person who then or within the preceding twelve (12) months was  an officer of the Company or any of its Subsidiaries (excluding any such officer whose  employment was involuntarily terminated); or   (ii) engage in the Solicitation of Business from any Client on behalf of any  person or entity other than the Company or any of its Subsidiaries.  (c) “Confidential Information” includes but is not limited to all trade secrets, trade  knowledge, systems, software, code, data documentation, files, formulas, processes, programs,  training aids, printed materials, methods, books, records, client files, policies and procedures,  client and prospect lists, employee data and other information relating to the operations of the  Company or any of its Subsidiaries and to its or any of their customers, and any and all  discoveries, inventions or improvements thereof made or conceived by you or others for the  Company or any of its Subsidiaries whether or not patented or copyrighted, as well as cash and  securities account transactions and position records of clients, regardless of whether such  information is stamped “confidential.”   (d) “Solicitation of Business” means the attempt through direct or indirect contact by  you or by any other Person with your assistance to induce a Client to:    (i) transfer the Client’s business from the Company or any of its Subsidiaries  to any other person or entity;   (ii) cease or curtail the Client’s business with the Company or any of its  Subsidiaries; or   (iii) divert a business opportunity from the Company or any of its Subsidiaries  to any other person or entity.    (e) “Officer” shall include any person holding a position title of Assistant Vice  President or higher with whom you, or individuals you supervised, had contact or dealings with  or possessed Confidential Information relating to such person at any time during your  employment or, with respect to the portion of the non-solicitation period that follows the  termination of your employment, within the two years preceding the date of the termination of  your employment.  Notwithstanding the foregoing, this Paragraph 6 shall be inapplicable  following a Change in Control.  





 






49    7. Notice and Non-Compete.  In consideration of your receipt of this Award, you expressly  agree to comply with the terms and conditions below without regard to whether or not any  amount has been forfeited, paid, delivered or repaid, under this Award at any time, including the  time you separate from service with your Employer, the Company and its Subsidiaries.  It is a  condition of this Award that, if you fail to comply with the terms and conditions below, then the  Company may in its absolute discretion determine that any or all of the amounts remaining to be  paid under this Award should be forfeited.    All terms used herein shall have the meaning given to them in the Plan or this Award, except as  otherwise expressly provided herein.  (a) Notice Period Upon Resignation.    (i)  In order to permit your Employer, the Company and its Subsidiaries to  safeguard their business interests and goodwill in the event of your resignation from  employment for any reason, you agree to give your Employer advance notice of your  resignation.  The duration of the advance notice you provide (the “Notice Period”) will be  determined by your title at the time you deliver such notice, as follows:  (1)   If you are a member of the State Street Corporation Management  Committee, you will give one hundred eighty (180) days’ advance notice;   (2) If you are an Executive Vice President (but not a member of the  Management Committee), you will give ninety (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 Paragraph 7 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.  





 






50    (i) This subparagraph (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 7(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:  If at the time of termination:  Then the Non- Compete Period  will continue for:       You were an Executive Vice President or  higher  6 months       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  at any time  during the twelve (12) months immediately  preceding the termination of your employment.  





 






51    If none of the above apply, but one of the  following was true at any time during the  twelve (12) months immediately preceding the  termination of your employment:  Then the Non- Compete Period  will continue for:       You were a Managing Director, Senior  Managing Director or Senior Vice President  working in one of the Specified Job Families   6 months      You were a Vice President working in one of  the Specified Job Families 3 months    (iv)  The period referred to in Paragraph 7(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 7(a)(ii)  above.  (v) Nothing in this Paragraph 7 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) “Client Executive” means a Senior Vice President or above who has been  assigned the Sales and Service > Account Management designation, as reflected on  your MyWorkday Profile.   (iii) “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.  (iv) “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.  (v) “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.  (vi)  “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  7(a)(ii).  





 






52    (vii) “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.  (viii) “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).  8.   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    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 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.    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.    





 






53    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 4, 5, 6, and 7 above shall be construed and interpreted in any judicial or other  adjudicatory proceeding to permit their enforcement to the maximum extent permitted by law,  and each of the provisions to this Countries Addendum is severable and independently  enforceable without reference to the enforcement of any other provision.  If any restriction set  forth in this Countries Addendum is found by any court of competent jurisdiction to be  unenforceable because it extends for too long a period of time or over too great a range of  activities or in too broad a geographic area, it shall be interpreted to extend only over the  maximum period of time, range of activities or geographic area as to which it may be  enforceable.    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 your Employer and the Company.    15. Notification Requirement.  Until forty five (45) days after the period of restriction  under Paragraph 7(b) expires, you shall give notice to your Employer 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 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.    16. 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.    





 






54    (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.     *     *    *     *    *   *   *    L. INDIA      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.  All terms used herein shall have the meaning given to them in the Plan or this Award, except as  otherwise expressly provided herein.  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 6 which shall apply  to you under the circumstances described in Paragraph 6.  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 thirty (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.   





 






55    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  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,  





 






56    all of your rights, title and interest in any Work Product and any intellectual property rights  therein to State Street.  You hereby waive in favor of State Street any and all artist’s or moral  rights (including without limitation, all rights of integrity and attribution) you may have pursuant  to any state, federal or foreign laws, rules or regulations in respect of any Work Product and all  similar rights thereto.  You will not pursue any ownership or other interest in such Work Product,  including, without limitation, any intellectual property rights.     (b) Ownership of, and all right, title, and interest in, all work product, improvements,  developments, discoveries, proprietary information, trademarks, trade names, logos, art work,  slogans, know-how, processes, methods, trade secrets, source code, application development,  designs, drawings, plans, business plans or models, blue prints (whether or not registrable and  whether or not design rights subsist in them), utility models, works in which copyright may  subsist (including computer software and preparatory and design materials thereof), inventions  (whether patentable or not, and whether or not patent protection has been applied for or  granted) and all other intellectual property throughout the world, in and for all languages,  including but not limited to computer and human languages developed or created from time to  time by or for the Company or the Employer by you, whether before or after commencement of  employment with the Company (the "Intellectual Property") shall vest in the Employer.    (c) You acknowledge that, by reason of being employed by your Employer all  Intellectual Property created by you shall be regarded as having been made under a contract of  service. To the extent the foregoing does not apply and to the extent permitted by law, you  hereby assign and agree to assign in favour of the Employer, for no additional consideration, all  of your rights, title and interest in and to all the Intellectual Property, together with the rights to  sublicense or transfer any and all rights assigned hereunder to third parties, in perpetuity. Such  assignment shall be worldwide and royalty free. You hereby waive in favor of State Street any  and all artist’s or moral rights (including without limitation, all rights of integrity and attribution)  you may have pursuant to any state, national or foreign laws, rules or regulations in respect of  any Intellectual Property and all similar rights thereto.  You will not pursue any ownership or  other interest in such Intellectual Property.     (d) You will disclose promptly and in writing to the Company or your Employer all  Intellectual Property, whether or not patentable or copyrightable.  You agree to reasonably  cooperate with State Street:   (i) to transfer to the Employer any rights in Intellectual Property;   (ii) to obtain or perfect such rights;   (iii) to execute all papers, at the Employer’s expense, that the Company shall  deem necessary to apply for and obtain domestic and foreign patents, copyright and  other registrations; and   (iv) to protect and enforce the Employer’s interest in them.     (e) These obligations shall continue beyond the period of your employment with  respect to inventions or creations conceived or made by you during the period of your  Employment.    4. Non-Solicitation.   





 






57    (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  within six (6) months prior to your termination of employment, not to establish a  relationship with the Company or Employer.  (c) 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 one  hundred eighty (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  





 






58    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  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  with  your Employer 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:  





 






59    If at the time of termination:  Then the Non- Compete Period  will continue for:       You were an Executive Vice President or  higher  12 months       You were a Vice President or higher and your  Employer was Charles River Development at any  time during the twelve (12) months immediately  preceding the termination of your employment       You were a Client Executive  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  following was true at any time during the  twelve (12) months immediately preceding the  termination of your employment:  Then the Non- Compete Period  will continue for:       You were a Managing Director, Senior  Managing Director or Senior Vice President  working in one of the Specified Job Families   6 months      You were a Vice President working in one of  the Specified Job Families 3 months  (d) Exceptions:  (a) 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   (b) 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 two  (2) years following termination of your employment.  (e) “Client Executive” means a Senior Vice President or above who has been  assigned the Sales and Service > Account Management designation, as reflected on your  MyWorkday Profile.   (f) “Restricted Area” means anywhere that your Employer, the Company or any of  its Subsidiaries markets its products or services (which you acknowledge specifically includes  





 






60    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 two (2) year period immediately preceding such termination.  (g) “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 two (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 two (2) year period.  (h) “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  your Employer.  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.    





 






61    8. Post-Employment Cooperation.  You agree that, following the termination of your  employment with your Employer, 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.  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 the Deferred Shares  granted to you in connection with this Award are to be forfeited on account of your breach of the  provisions of this Countries Addendum any unvested portion of your Award will cease to vest  upon such determination.  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  





 






62    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  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.  





 






63    (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.  *  *  *  *  *  *  *  *  *     M. 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 and further period after termination of your employment as provided under  this Paragraph 1.  (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 anywhere within the  Restricted Area, 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 at the date your employment terminates or within the  preceding twelve (12) months was an officer of the Company or any of its Subsidiaries  with whom you worked with, or had managerial responsibility for at any time during the  preceding twelve (12) months (or in relation to whom, as at the date of termination of  your employment, you possessed a material amount of Confidential Information)  (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  





 






64    Company or any of its Subsidiaries and to its or any of their customers, and any and all  discoveries, inventions or improvements thereof made or conceived by you or others for the  Company or any of its Subsidiaries whether or not patented or copyrighted, as well as cash and  securities account transactions and position records of clients, regardless of whether such  information is stamped “confidential.”   (d) “Solicitation of Business” means the attempt through direct or indirect contact by  you or by any other Person with your assistance to induce a Client to:    (i) transfer the Client’s business from the Company or any of its Subsidiaries  to any other person or entity;   (ii) cease or curtail the Client’s business with the Company or any of its  Subsidiaries; or   (iii) divert a business opportunity from the Company or any of its Subsidiaries  to any other person or entity.    (e)  “Officer” shall include any person holding a position title of Assistant Vice  President or higher.  Notwithstanding the foregoing, this Paragraph 1 shall be inapplicable  following a Change in Control  2. Notice Period Upon Resignation.    (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 (except if you are subject to a longer notice period under an  employment agreement, then that notice period shall apply):   (i) If you are a member of the State Street Corporation Management  Committee, you will give one hundred eighty (180) days’ advance written notice;   (ii) If you are an Executive Vice President (but not a member of the  Management Committee), you will give ninety (90) days’ advance written notice;   (iii) If you are a Senior Vice President or Senior Managing Director, you will  give sixty (60) days’ advance notice; and  (iv) If you are a Managing Director or Vice President, you will give thirty (30)  days’ advance notice.   For the avoidance of doubt, the Notice Periods set out above shall be subject always to any  contractual obligation you have to give a longer period of notice of termination of your  employment (whether such obligation is contained in your contract of employment or any other  agreement to which you are a party).  (b) During the Notice Period, you will cooperate with your Employer, as well as the  Company and its Subsidiaries, and provide them with any requested information to assist with  transitioning your duties, accomplishing its or their business, and/or preserving its or their client  relationships.  In its sole discretion, during the Notice Period, your Employer or the Company  may place you on a partial or complete leave of absence otherwise known as “garden leave”  and relieve you of some or all of your duties and responsibilities and to cease attending your  place of work and/or to cease contact with the Employer’s employees and customers.  During  any period of garden leave, you will remain subject to the provisions of this agreement and to  your obligation of fidelity to your Employer, the Company and its Subsidiaries.  Except as  provided otherwise in Paragraph 2(d) below, at all times during the Notice Period you shall  





 






65    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/lawyer 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 (with respect to the portion of the Non-Compete Period that  follows termination of your employment, as at the date of termination of your employment), for  which you have provided services, as conducted or in planning during your employment. The  foregoing, however, shall not prevent your passive ownership of up to three percent (3%) of any  class of securities quoted or dealt in on a recognised investment exchange and up to 10% of  any class of securities not so quoted or deal.  (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:  If at the time of termination:  Then the Non- Compete Period  will continue for:       You were an Executive Vice President or 6 months  





 






66    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  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  following was true at any time during the  twelve (12) months immediately preceding the  termination of your employment:  Then the Non- Compete Period  will continue for:       You were a Managing Director, Senior  Managing Director or Senior Vice President  working in one of the Specified Job Families   6 months      You were a Vice President working in one of  the Specified Job Families 3 months    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 the 2-year period prior to the date of  termination 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 months prior to the date your employment with your  Employer ends.    (b)  “Client Executive” means a Senior Vice President or above who has been  assigned the Sales and Service > Account Management designation, as reflected on your  MyWorkday Profile.   (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) “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).  





 






67    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/lawyer’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 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.  





 






68    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 forty-five (45) days after the period of  restriction under Paragraph 3 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.  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.     *  *  *  *  *  *  *  *  *       N. ITALY        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.  All terms used herein shall have the meaning given to them in the Plan or this Award, except as  otherwise expressly provided herein.    1. Acknowledgments.  By accepting this Award, you expressly acknowledge that you  have received a copy of the Plan, reviewed the Plan, the Agreement and this Appendix A in  their entirety and fully understand and accept all provisions of the Plan, the Agreement and this  Appendix A.    In addition, you further acknowledge that you have read and specifically and expressly approve  the following Sections of  the Agreement and this Appendix A: (Section 7) Payment and Tax  





 






69    Withholding, (Section 8) Employee Rights, (Section 9) Non-Transferability, Etc., (Section 11)  Miscellaneous and (Section 12) Application of Local Law and Countries Addendum.     2. Confidentiality.    (a) You acknowledge that, during the course of or as a result of your employment,  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, but is not  limited to, 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.  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  





 






70    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.  4. Non-Solicitation.   (a) This Paragraph 4 shall apply to you at any time that you hold the title of Vice  President or higher.  (b) You agree that, during your employment and for a period of eighteen (18) months  from the date your employment terminates for any reason you will not, without the prior written  consent of the Company or your Employer:   (i) solicit, directly or indirectly (other than through a general solicitation of  employment not specifically directed to employees of the Company or any of its  Subsidiaries), the employment of, hire or employ, recruit, or in any way assist another in  soliciting or recruiting the employment of, or otherwise induce the termination of the  employment of, any person who then or within the preceding twelve (12) months was an  officer of the Company or any of its Subsidiaries (excluding any such officer whose  employment was involuntarily terminated); or   (ii) engage in the Solicitation of Business from any Client on behalf of any  person or entity other than the Company or any of its Subsidiaries.  (c) Paragraph 4(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.  





 






71    (d) 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 (including any relevant provisions in a collective agreements applicable to your  employment), 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 one  hundred eighty (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 5, 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 6, 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 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.    





 






72    (g) 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) 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  will continue for:       You were an Executive Vice President or  higher  12 months       You were a Vice President or higher and your  Employer was Charles River Development at any  time during the twelve (12) months immediately  preceding the termination of your employment       You were a Client Executive 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  following was true at any time during the  twelve (12) months immediately preceding the  termination of your employment:  Then the Non- Compete Period  will continue for:       You were a Managing Director, Senior  Managing Director or Senior Vice President  working in one of the Specified Job Families   6 months  





 






73        You were a Vice President working in one of  the Specified Job Families 3 months  (d)  “Client Executive” means a Senior Vice President or above who has been  assigned the Sales and Service > Account Management designation, as reflected on your  MyWorkday Profile.  (e) “Restricted Area” means anywhere that your Employer markets its products or  services, 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 two (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 two (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 two (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).  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.  





 






74    (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.    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,  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.  Subject to Paragraph 17, 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.  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 preliminary or permanent  injunctive or other equitable relief or remedy without the need to post bond, and to recover its or  their reasonable attorney’s fees and costs incurred in securing such relief, in addition to, and not  in lieu of, any other relief or remedy at law to which it or they may be entitled.  You further agree  that, the periods of restriction contained in this Countries Addendum shall be tolled, and shall  not run, during any period in which you are in violation of the terms of this Countries Addendum,  so that your Employer, the Company and its Subsidiaries shall have the full protection of the  periods agreed to herein.  Should the Company determine that any portion of the Deferred  Shares granted to you in connection with this Award are to be forfeited on account of your  breach of the provisions of this Countries Addendum, any unvested portion of your Award will  cease to vest upon such determination.  11. No Waiver.  No delay by your Employer, the Company or any of its Subsidiaries in  





 






75    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  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 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  





 






76    Information that is disclosed to such authority is not made generally available to the public,  including by informing such authority of the confidentiality of the same.  (b) You shall not be held criminally or civilly liable under any Federal or state trade  secret law if you disclose a Company trade secret:   (i) in confidence to a Federal, state, or local government official, either  directly or indirectly, or to an attorney, solely for the purposes of reporting or  investigating a suspected violation of law; or   (ii) in a complaint or other document filed in a lawsuit or other proceeding, if  such filing is made under seal.  (c) Despite the foregoing, you also acknowledge that you are not permitted to  disclose to any third-party, including any governmental or regulatory authority, any information  learned in the course of your employment that is protected from disclosure by any applicable  privilege, including but not limited to the attorney-client privilege, attorney work product doctrine,  the bank examiner’s privilege, and/or privileges applicable to information covered by the Bank  Secrecy Act (31 U.S.C. §§ 5311-5330), including information that would reveal the existence or  contemplated filing of a suspicious activity report.  Your Employer, the Company and its  Subsidiaries do not waive any applicable privileges or the right to continue to protect its and  their privileged attorney-client information, attorney work product, and other privileged  information.      *  *  *  *  *  *  *  *    O. JAPAN    _____________________________________________________________________    No country-specific provisions.         P. JERSEY    ______________________________________________________________________    No country-specific provisions.       Q. LUXEMBOURG  ______________________________________________________________________  In consideration of your receipt of this Award, you expressly agree to comply with the terms and  conditions below without regard to whether or not any amount has been forfeited, paid,  delivered or repaid, under this Award at any time, including the time you separate from service  with your Employer, the Company and its Subsidiaries.  Your failure to comply with the terms  and conditions below may result in the sole determination of the Company in the forfeiture of  any or all of the amounts remaining to be paid under this Award.  All terms used herein shall have the meaning given to them in the Plan or this Award, except as  otherwise expressly provided herein.  





 






77    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) “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) 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.  





 






78    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) or applicable law, 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.    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   





 






79    (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) “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.    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 one  hundred eighty (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  





 






80    under Paragraph 5, if applicable, in addition to any other remedies available under applicable  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.    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).  2. 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 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 5(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:  If at the time of termination: Then the Non- Compete Period  





 






81    will continue for:       You were an Executive Vice President or  higher  12 months       You were a Vice President or higher and your  Employer was Charles River Development at any  time during the twelve (12) months immediately  preceding the termination of your employment       You were a Client Executive  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  following was true at any time during the  twelve (12) months immediately preceding the  termination of your employment:  Then the Non- Compete Period  will continue for:       You were a Managing Director, Senior  Managing Director or Senior Vice President  working in one of the Specified Job Families   6 months      You were a Vice President working in one of  the Specified Job Families 3 months    6. 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) “Client Executive” means a Senior Vice President or above who has been assigned  the Sales and Service > Account Management designation, as reflected on your MyWorkday  Profile.   (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)  “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  





 






82    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.     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.      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    8. Enforcement.  You acknowledge and agree that the promises contained in this  Countries Addendum are necessary to the protection of the legitimate business interests of your  Employer, the Company and its Subsidiaries, including without limitation its and their  confidential information, trade secrets and good will, and are material and integral to the  undertakings of the Company under this Award to which this Countries Addendum is appended.   You further agree that one or more of your Employer, the Company and its Subsidiaries will be  irreparably harmed in the event you do not perform such provisions in accordance with their  specific terms or otherwise breach the promises made herein.  Accordingly, your Employer, the  Company and any of its Subsidiaries shall each be entitled to preliminary or permanent  injunctive or other equitable relief or remedy without the need to post bond, and to recover its or  their reasonable attorney’s fees and costs incurred in securing such relief, in addition to, and not  in lieu of, any other relief or remedy at law to which it or they may be entitled, including the  immediate forfeiture of any as-yet unvested portion of the Award.     9. No Waiver.  No delay by your Employer, the Company or any of its Subsidiaries in  exercising any right under this Countries Addendum shall operate as a waiver of that right or of  any other right.  Any waiver or consent as to any of the provisions herein provided by your  Employer, the Company or any of its Subsidiaries must be in writing, is effective only in that  instance, and may not be construed as a broader waiver of rights or as a bar to enforcement of  the provision(s) at issue on any other occasion.    10. Relationship to Other Agreements.  This Addendum supplements and does not limit,  amend or replace any other obligations you may have under applicable law or any other  agreement or understanding you may have with your Employer, the Company or any of its  Subsidiaries or pursuant to the applicable policies of any of them, whether such additional  obligations have been agreed to in the past, or are agreed to in the future.    





 






83      11. Interpretation of Business Protections.  The agreement made by you in Paragraph 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.    12. Assignment.  Except as provided otherwise herein, this Countries Addendum shall be  binding upon and inure to the benefit of both parties and their respective successors and  assigns, including any person or entity which acquires the Company or its assets or business;  provided, however, that your obligations are personal and may not be assigned by you.     13. Electronic Acceptance.  By accepting this Award electronically, you will be deemed to  have acknowledged and agreed that you are bound by the terms of this Countries Addendum,  and it shall be deemed to have been accepted by the Company.    14. 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.    15. Certain Limitations  (a) Nothing this Countries Addendum prohibits you from reporting possible violations  of federal law or regulation to any governmental agency or regulatory authority or from making  other disclosures that are protected under the whistleblower provisions of 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.     





 






84     *  *  *  *  *  *  *  *      R. 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.    *  *  *  *  *  *  *  *        S. NORWAY      ______________________________________________________________________    No country-specific provisions.       T. POLAND    ______________________________________________________________________    Kopię tej Umowy w języku polskim może Pan/Pani otrzymać wchodząc na Stronę.    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.  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 during your  employment or up until to ten (10) years following the termination thereof:   (i) You will preserve as confidential all Confidential Information, and  will not 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.  





 






85    (ii) You will not disclose, divulge, or communicate Confidential  Information to any unauthorized person, business or corporation during or within  ten (10) years 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.  (c) In any event of breach of the obligation referred to in this Paragraph 1, you shall  be liable to pay the contractual penalty corresponding to a 25% of remuneration received during  the twelve calendar months preceding the breach or, if the breach is committed after  termination, preceding termination of the employment. The preceding provision shall not affect  any other claims of the Employer resulting from the relevant breach. You shall be obliged to pay  this contractual penalty within the non-extendible period of thirty (30) days of the breach.    (d) For the avoidance of any doubt, the Parties agree that the contractual penalty  shall be paid notwithstanding any damage demonstrated and suffered by the Employer as a  result of your breach of the obligation determined in this Paragraph 1.   (e) The provisions of section (c) do not limit the Employer's right to claim damages  exceeding the amount of the above contractual penalty on the basis of the general principles of  the Civil Code.  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  





 






86    with which you may be associated as an investment manager or fund manager (collectively,  “Work Product”), that consists of copyrightable subject matter shall be subject to provisions of  Art. 12(1) of the Act of February 4th, 1994 on Copyright and Related Rights (hereinafter referred  to as: "Copyright Act"), and such copyrights are therefore owned, upon creation, exclusively by  State Street legal entity that is your Employer. In particular, the Employer shall own the entirety  of economic copyright to the Work Product, which encompasses all the areas of the Work  Product's use ("fields of exploitation") listed in Art. 50 and 74 of the Copyright Act, i.e.:  (i) the rights of fixation and reproduction (permanently or temporarily) by any  and all means;   (ii) the rights of distribution, introduction into computer memory, introduction to  trading, letting for use or rental of the original or copies;   (iii) the rights of public performance, exhibition, screening, broadcasting as well  as retransmission;   (iv) the rights of making the Work Product available to the public in such a  manner that anyone could access it at the place and time chosen by them, in  particular over the Internet;  (v) the right to introduce changes, amendments and modifications to the Works,  to reprocess, translate, adapt or freely develop the Work Product at the  Employer's discretion, including to introduce changes that are not necessary,  or are not technically or functionally required.  The Employer shall have an exclusive right to authorize others the exercise of derivative rights  to the Work Product, referred to in Art. 46 of the Copyright Act.  (b) To the extent the foregoing rule 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 your  Employer. The assignment shall take effect upon the creation of the Work Product with respect  to all fields of exploitation of the Work Product listed in the preceding paragraph and to the  extent described therein.  (c) You hereby undertake not to exercise any and all artist’s or moral rights  (including without limitation, all rights of integrity and attribution) you may have pursuant to the  Copyright Act 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.   (d) Should new areas of exploitation arise in the future, which are unknown as of the  moment of entering into this Agreement, you undertake to transfer without delay, on request by  the Company or your Employer, all rights to the Work Product with regard to such new area(s)  of exploitation, without any additional consideration.  (e) Should an effective transfer of rights to or under the Work Products require  entering into an additional agreement, you shall be obliged to enter into such an agreement  promptly after receiving such a  request from the Company or your Employer and to transfer by  means of the agreement to your Employer, without any additional consideration, all rights to and  arising out of the Work within the scope provided to in the above paragraphs.  (f) For avoidance of doubt, you agree that your Employer will not be obliged to  distribute the Work, thus the Art. 12(2) of the Copyright Act shall not apply.  





 






87    (g) You will disclose promptly and in writing to your Employer all Work Product,  whether or not patentable or copyrightable.  You agree to reasonably cooperate with your  Employer:   (i) to transfer to your Employer 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 or your Employer's expense, that  State Street or your Employer 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 or your Employer's interest in them.    (h) 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) In any event of breach of the obligation referred to in this Paragraph 3, you shall  be liable to pay the contractual penalty corresponding to a 25% of remuneration received during  the twelve calendar months preceding the breach or, if the breach is committed after  termination, preceding termination of the employment. The preceding provision shall not affect  any other claims of the Employer resulting from the relevant breach. You shall be obliged to pay  this contractual penalty within the non-extendible period of thirty (30) days of the breach.    (d) For the avoidance of any doubt, the Parties agree that the contractual penalty  shall be paid notwithstanding any damage demonstrated and suffered by the Employer as a  result of your breach of the obligation determined in this Paragraph 3.   (e) The provisions of subparagraph (c) do not limit the Employer's right to claim  damages exceeding the amount of the above contractual penalty on the basis of the general  principles of the Civil Code.  (f) 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.  





 






88    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  shall give your Employer advance notice of your resignation.  The duration of the advance  notice you provide (the “Notice Period”) will be determined, as follows:  (i) if you are a member of the Management Committee, you will give  six (6) months’ advance notice;  (ii) if you are an Executive Vice President (but not a member of the  Management Committee), you will give three (3) months’ advance notice;   (iii) If you are a Senior Vice President or Senior Managing Director,  you will give two (2) months’ advance notice; unless duration of your employment  exceeds three (3) years, in which case you will give three (3) months' advance  notice, and  (iv) if you are a Managing Director or Vice President, you will give one  (1) month advance notice, unless duration of your employment exceeds three (3)  years, in which case you will give three (3) months' 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), and shall continue to comply with the applicable policies of your  Employer, the Company and its Subsidiaries.    (e) If you have sixty (60) or fewer days remaining in your required Notice Period  under this Paragraph 4, your Employer upon written mutual agreement concluded with you may,  at any time during the remainder of your Notice Period, release you from your obligations under  this Paragraph 4 and, your employment may terminate with an immediate effect; provided that  such action shall not affect your other obligations under this Countries Addendum.    (f) 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.  





 






89    (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) 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  will continue for:       You were an Executive Vice President or  higher  12 months       You were a Vice President or higher and your  Employer was Charles River Development at any  time during the twelve (12) months immediately  preceding the termination of your employment       You were a Client Executive  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  following was true at any time during the  twelve (12) months immediately preceding the  termination of your employment:  Then the Non- Compete Period  will continue for:       You were a Managing Director, Senior  Managing Director or Senior Vice President  working in one of the Specified Job Families   6 months      You were a Vice President working in one of  the Specified Job Families 3 months  (d)  “Client Executive” means a Senior Vice President or above who has been  assigned the Sales and Service > Account Management designation, as reflected on your  MyWorkday Profile.   (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  





 






90    termination of your employment, anywhere in which you provided services or had a material  presence or influence on behalf of your Employer, the Company or any of its Subsidiaries at any  time within the 2-year period immediately preceding such termination.  (f) “Restricted Capacity” means any capacity, or with respect to the portion of the  Non-Compete Period that follows termination of your employment, any capacity that is the same  or similar to the capacity in which you were employed by your Employer, the Company or any of  its Subsidiaries at any time within the 2-year period immediately preceding such termination  and/or involves any services that you provided to your Employer, the Company or any of its  Subsidiaries at any time within such 2-year period.  (g) “Specified Job Families” are those job families which State Street has identified  as having access to confidential and proprietary information, trade secrets, or good will that  require protection following termination of employment for any reason.  Specified Job Families  are listed in Appendix 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).  (h) If you breach the obligation referred to in this Paragraph 5, the Employer shall  not be obliged to pay the remaining compensation referred to in subparagraph (g) above and  you shall pay, a contractual penalty to the Employer in the amount corresponding to the amount  of the total compensation due to you under this Non-Competition clause binding after  termination of employment.  (i) You shall be obliged to pay the above contractual penalty within the non- extendible period of thirty (30) days of the infringement of the Non-Competition clause binding  after termination of employment.   (j) For the avoidance of any doubt, the Parties agree that the contractual penalty  shall be paid notwithstanding any damage demonstrated and suffered by the Employer as a  result of your breach of the obligation determined in this Paragraph 5.   (k) The provisions of subsection (h) do not limit the right of the Employer to claim  damages exceeding the amount of the above contractual penalty on the basis of the general  principles of the Civil Code.  (l) Following the termination of the employment, the Employer is entitled to  terminate the Non-Competition clause without notice, to the extent the clause refers to the non- competition ban effective after the termination of employment, in particular but not limited to: (i)  if the circumstances justifying such a restriction cease to exist, (ii) the Employer adopts a  resolution on opening a liquidation proceedings, or (iii) the Employer materially changes its  scope of activities. If so, the Company is no longer obliged to pay compensation set out in  subsection (g) above.  (m) The Parties expressly confirm that the termination of this clause on the Non- Competition ban binding after termination of employment in accordance with the  abovementioned provisions shall result in the expiry of the Parties' rights and duties thereunder,  in particular, in the expiry of your obligation not to conduct competitive activity after termination  of employment and the expiry of the Employer's obligation to pay the compensation referred to  in subsection (g) above.  





 






91    6. Definitions – Countries Addendum.  For the purpose of this Countries Addendum,  the following terms are defined as follows:    (a) “Client” means a prospective, present or former customer or client of the  Company or any of its Subsidiaries with whom you have had, or with whom persons you have  supervised have had, substantive and recurring personal contact during your employment with  the Company or any of its Subsidiaries.  A former customer or client means a customer or client  for which the Company or any of its Subsidiaries stopped providing all services within twelve  (12) months prior to the date your employment with your Employer ends.    (b) “Confidential Information” includes but is not limited to all trade secrets, trade  knowledge, systems, software, code, data documentation, files, formulas, processes, programs,  training aids, printed materials, methods, books, records, client files, policies and procedures,  client and prospect lists, employee data and other information relating to the operations of the  Company or any of its Subsidiaries and to its or any of their customers, and any and all  discoveries, inventions or improvements thereof made or conceived by you or others for the  Company or any of its Subsidiaries whether or not patented or copyrighted, as well as cash and  securities account transactions and position records of clients, regardless of whether such  information is stamped “confidential.”   (c)  “Person” means an individual, a corporation, a limited liability company, an  association, a partnership, an estate, a trust and any other entity or organization, other than  your Employer, the Company or any of its Subsidiaries.  (d)  “Solicitation of Business” means the attempt through direct or indirect contact by  you or by any other Person with your assistance to induce a Client to:    (i) transfer the Client’s business from the Company or any of its  Subsidiaries to any other person or entity;   (ii) cease or curtail the Client’s business with the Company or any of  its Subsidiaries; or   (iii) divert a business opportunity from the Company or any of its  Subsidiaries to any other person or entity.    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.  





 






92    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, apart from contractual penalties  established in this Countries Addendum, to claim damages on the basis of the general  principles of the Civil Code . Should the Company determine that any portion of the Deferred  Shares granted to you in connection with this Award are to be forfeited on account of your  breach of the provisions of this Countries Addendum, any unvested portion of your Award will  cease to vest upon such determination.  10. No Waiver.  No delay by your Employer, the Company or any of its Subsidiaries in  exercising any right under this Countries Addendum shall operate as a waiver of that right or of  any other right.  Any waiver or consent as to any of the provisions herein provided by your  Employer, the Company or any of its Subsidiaries must be in writing, is effective only in that  instance, and may not be construed as a broader waiver of rights or as a bar to enforcement of  the provision(s) at issue on any other occasion.  11. Relationship to Other Agreements.  This Addendum supplements and does not limit,  amend or replace any other obligations you may have under applicable law or any other  agreement or understanding you may have with your Employer, the Company or any of its  Subsidiaries or pursuant to the applicable policies of any of them, whether such additional  obligations have been agreed to in the past, or are agreed to in the future.  12. Interpretation of Business Protections.  The agreements made by you in  Paragraphs 1, 2, 3, 4 and 5 above shall be construed and interpreted in any judicial or other  adjudicatory proceeding to permit their enforcement to the maximum extent permitted by law,  and each of the provisions to this Countries Addendum is severable and independently  enforceable without reference to the enforcement of any other provision.  If any restriction set  forth in this Countries Addendum is found by any court of competent jurisdiction to be  unenforceable because it extends for too long a period of time or over too great a range of  activities or in too broad a geographic area, it shall be interpreted to extend only over the  maximum period of time, range of activities or geographic area as to which it may be  enforceable.  13. Assignment.  Except as provided otherwise herein, this Countries Addendum shall be  binding upon and inure to the benefit of both parties and their respective successors and  assigns, including any person or entity which acquires the Company or its assets or business;  provided, however, that your obligations are personal and may not be assigned by you.   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  





 






93    under Paragraph 5 expires, you shall give notice to the Company of each new business activity  you plan to undertake, at least five (5) business days prior to beginning any such activity.  Such  notice shall state the name and address of the Person for whom such activity is undertaken and  the nature of your business relationship(s) and position(s) with such Person.  You shall provide  the Company with such other pertinent information concerning such business activity as the  Company may reasonably request in order to determine your continued compliance with your  obligations under this Countries Addendum.  16. Certain Limitations.  (a) Nothing in this Countries Addendum prohibits you from reporting possible  violations of federal law or regulation to any governmental agency or regulatory authority or from  making other disclosures that are protected under the whistleblower provisions of federal law or  regulation.  Moreover, nothing in this Countries Addendum requires you to notify the Company  that you have made any such report or disclosure.  However, in connection with any such  activity, you acknowledge you must take reasonable precautions to ensure that any Confidential  Information that is disclosed to such authority is not made generally available to the public,  including by informing such authority of the confidentiality of the same.  (b) You shall not be held criminally or civilly liable under any Federal or state trade  secret law if you disclose a Company trade secret:   (i) in confidence to a Federal, state, or local government official,  either directly or indirectly, or to an attorney, solely for the purposes of reporting  or investigating a suspected violation of law; or   (ii) in a complaint or other document filed in a lawsuit or other  proceeding, if such filing is made under seal.  (c) Despite the foregoing, you also acknowledge that you are not permitted to  disclose to any third-party, including any governmental or regulatory authority, any information  learned in the course of your employment that is protected from disclosure by any rights or  privileges applicable on the basis of the binding laws.  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.    *     *    *     *    *   *   *      U. SAUDI ARABIA  ______________________________________________________________________    No country-specific provisions.       V. SINGAPORE  ______________________________________________________________________    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  





 






94    Countries Addendum may result in the sole determination of the Company the forfeiture of any  or all of the amounts remaining to be paid under this Award (if any).  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.  (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.  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,  





 






95    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, alone or together with other persons, on your own  account or in partnership or conjunction with, through or on behalf of any agents, affiliates,  intermediaries, joint ventures or alliances:  (i) canvass or solicit, directly or indirectly (other than through a general solicitation  that is not specifically directed to non-officers of the Company or any of its Subsidiaries),  the employment or engagement of, hire or employ, recruit, or in any way assist another  in soliciting or recruiting the employment or engagement of, or otherwise induce or seek  to induce the resignation of, any person who then or within the preceding twelve (12)  months of the resignation, was an officer or office-holder of the Company or any of its  Subsidiaries (excluding any such officer whose employment was involuntarily  terminated);   





 






96    (ii) induce or seek to induce any officer or office-holder to be interested directly or  indirectly in a business that provides products or services of a like or similar in kind to  any products or services of your Employer, the Company or any of its Subsidiaries; or   (iii) canvass, entice away, or engage in the Solicitation of Business, of any Client on  behalf of any Person.  (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 one  hundred eighty (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.   





 






97    (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 will  continue to apply, where applicable, for the period of time as specified in Paragraph 5(c) below  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 applicable period of  time as 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, during your  employment, without the prior written consent of the Company or your Employer, alone or  together with other persons, on your own account or in partnership or conjunction with, through  or on behalf of any agents, affiliates, intermediaries, joint ventures or alliances, anywhere in the  Restricted Area, for yourself or any other Person, 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 of a like or similar in kind to any products or services of your  Employer, the Company or any of its Subsidiaries. which you were involved at any time during  your employment. During  the portion of the Non-Compete Period that follows from the  termination of your employment, your non-competition obligations in this Paragraph 6 shall  extend to any products or services of your Employer, the Company or any of its Subsidiaries  which you were involved in twelve (12) months 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  will continue for:       You were an Executive Vice President or  higher  Twelve (12) months       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  at any time  during the twelve (12) months immediately  





 






98    preceding the termination of your employment  If none of the above applies, but one of the  following was true at any time during the  twelve (12) months immediately preceding the  termination of your employment:  Then the Non- Compete Period  will continue for:       You were a Managing Director, Senior  Managing Director or Senior Vice President  working in one of the Specified Job Families   Six (6) months      You were a Vice President working in one of  the Specified Job Families Three (3) months  (d)  “Client Executive” means a Senior Vice President or above who has been  assigned the Sales and Service > Account Management designation, as reflected on your  MyWorkday Profile.   (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) during your employment, and with respect to the portion of the Non-Compete  Period that follows from the termination of your employment, anywhere in which you had  provided services on behalf of your Employer, the Company or any of its Subsidiaries at any  time within the twelve (12) month period immediately preceding such termination.  (f) “Restricted Capacity” means any capacity during your employment, or with  respect to the portion of the Non-Compete Period that follows from the 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  twelve (12) month period immediately preceding such termination and/or involves any services  that you have provided to your Employer, the Company or any of its Subsidiaries at any time  within such twelve (12) month 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 personal contact during your employment with your Employer, 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 termination of your employment.    





 






99    (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 contact by you or by any  other Person with your assistance or direction, whether direct or indirect, to induce or seek to  induce a Client to:    (i) transfer the Client’s business from your Employer, the Company or any of  its Subsidiaries to any other Person;   (ii) cease or curtail the Client’s business with your Employer, the Company or  any of its Subsidiaries; or   (iii) divert a business opportunity from your Employer, the Company or any of  its Subsidiaries to any other Person.    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  





 






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





 






101    notice shall state the name and address of the Person for whom such activity is undertaken and  the nature of your business relationship(s) and position(s) with such Person.  You shall provide  the Company with such other pertinent information concerning such business activity as the  Company may reasonably request in order to determine your continued compliance with your  obligations under this Countries Addendum.  16. Certain Limitations.  (a) Nothing in this Countries Addendum prohibits you from reporting possible  violations of federal law or regulation to any governmental agency or regulatory authority or from  making other disclosures that are protected under the whistleblower provisions of federal law or  regulation.  Moreover, nothing in this Countries Addendum requires you to notify the Company  that you have made any such report or disclosure.  However, in connection with any such  activity, you acknowledge you must take reasonable precautions to ensure that any Confidential  Information that is disclosed to such authority is not made generally available to the public,  including by informing such authority of the confidentiality of the same.  (b) You shall not be held criminally or civilly liable under any Federal or state trade  secret law if you disclose a Company trade secret:   (i) in confidence to a Federal, state, or local government official, either  directly or indirectly, or to an attorney, solely for the purposes of reporting or  investigating a suspected violation of law; or   (ii) in a complaint or other document filed in a lawsuit or other proceeding, if  such filing is made under seal.  (c) Despite the foregoing, you also acknowledge that you are not permitted to  disclose to any third-party, including any governmental or regulatory authority, any information  learned in the course of your employment that is protected from disclosure by any applicable  privilege, including but not limited to the attorney-client privilege, attorney work product doctrine,  the bank examiner’s privilege, and/or privileges applicable to information covered by the Bank  Secrecy Act (31 U.S.C. §§ 5311-5330), including information that would reveal the existence or  contemplated filing of a suspicious activity report.  Your Employer, the Company and its  Subsidiaries do not waive any applicable privileges or the right to continue to protect its and  their privileged attorney-client information, attorney work product, and other privileged  information.    *     *    *     *    *   *   *    W.  SOUTH KOREA    ______________________________________________________________________    In consideration of your receipt of this Award, you expressly agree to comply with the terms and  conditions below without regard to whether or not any amount has been forfeited, paid,  delivered or repaid, under this Award at any time, including the time you separate from service  with the Company and its Subsidiaries.  Failure to comply with the terms and conditions of this  Countries Addendum may result in the sole determination of the Company in the forfeiture of  any or all of the amounts remaining to be paid under this Award.  In addition, your eligibility to participate in the Plan in the future, including any potential future  grants of awards under the Plan (or any successor incentive plan of the Company), is subject to  and conditioned on your compliance with the terms and conditions of this Countries Addendum.   





 






102    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 thirty (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 and that the covenant not to compete and other promises are reasonable and  necessary to protect the legitimate interests of the Company and its Subsidiaries.   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.  





 






103    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.  To the extent not waivable, you irrevocably agree not to exercise any such rights (if  any) in a manner that interferes with any exercise of the granted rights.  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  





 






104    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 one  hundred eighty (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  





 






105    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) 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  will continue for:       You were an Executive Vice President or  higher  12 months       You were a Vice President or higher and your  Employer was Charles River Development at any  time during the twelve (12) months immediately  preceding the termination of your employment       You were a Client Executive  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  following was true at any time during the  twelve (12) months immediately preceding the  termination of your employment:  Then the Non- Compete Period  will continue for:       You were a Managing Director, Senior  Managing Director or Senior Vice President  6 months  





 






106    working in one of the Specified Job Families       You were a Vice President working in one of  the Specified Job Families 3 months    (d) “Client Executive” means a Senior Vice President or above who has been  assigned the Sales and Service > Account Management designation, as reflected on your  MyWorkday Profile.   (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 two (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 two (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 two (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.”   





 






107    (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.    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 the Deferred  Shares granted to you in connection with this Award are to be forfeited on account of your  





 






108    breach of the provisions of this Countries Addendum, any unvested portion of your Award will  cease to vest upon such determination.  10. No Waiver.  No delay by your Employer, the Company or any of its Subsidiaries in  exercising any right under this Countries Addendum shall operate as a waiver of that right or of  any other right.  Any waiver or consent as to any of the provisions herein provided by your  Employer, the Company or any of its Subsidiaries must be in writing, is effective only in that  instance, and may not be construed as a broader waiver of rights or as a bar to enforcement of  the provision(s) at issue on any other occasion.  11. Relationship to Other Agreements.  This Addendum supplements and does not limit,  amend or replace any other obligations you may have under applicable law or any other  agreement or understanding you may have with your Employer, the Company or any of its  Subsidiaries or pursuant to the applicable policies of any of them, whether such additional  obligations have been agreed to in the past, or are agreed to in the future.  12. Interpretation of Business Protections.  The agreements made by you in  Paragraphs 1, 2, 3, 4 and 5 above shall be construed and interpreted in any judicial or other  adjudicatory proceeding to permit their enforcement to the maximum extent permitted by law,  and each of the provisions to this Countries Addendum is severable and independently  enforceable without reference to the enforcement of any other provision.  If any restriction set  forth in this Countries Addendum is found by any court of competent jurisdiction to be  unenforceable because it extends for too long a period of time or over too great a range of  activities or in too broad a geographic area, it shall be interpreted to extend only over the  maximum period of time, range of activities or geographic area as to which it may be  enforceable.  13. Assignment.  Except as provided otherwise herein, this Countries Addendum shall be  binding upon and inure to the benefit of both parties and their respective successors and  assigns, including any person or entity which acquires the Company or its assets or business;  provided, however, that your obligations are personal and may not be assigned by you.   14. Electronic Acceptance.  By accepting this Award electronically, you will be deemed  to have acknowledged and agreed that you are bound by the terms of this Countries  Addendum, and it shall be deemed to have been accepted by the Company.  You agree that  this electronic acceptance by both you and the Company shall be deemed equivalent to the  Award having been signed by both parties.  15. Notification Requirement.  Until forty-five (45) days after the period of 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  





 






109    federal law or regulation.  Moreover, nothing in this Countries Addendum requires you to notify  the Company that you have made any such report or disclosure.  However, in connection with  any such activity, you acknowledge you must take reasonable precautions to ensure that any  Confidential Information that is disclosed to such authority is not made generally available to the  public, including by informing such authority of the confidentiality of the same.  (b) You shall not be held criminally or civilly liable under any applicable trade secret  laws if you disclose a Company trade secret:   (i) in confidence to a regulatory or government official, either directly or  indirectly, or to an attorney, solely for the purposes of reporting or investigating a  suspected violation of law; or   (ii) in a complaint or other document filed in a lawsuit or other proceeding, if  such filing is made under seal.  (c) Despite the foregoing, you also acknowledge that you are not permitted to  disclose to any third-party, including any governmental or regulatory authority, any information  learned in the course of your employment that is protected from disclosure by any applicable  privilege, including but not limited to the attorney-client privilege, attorney work product doctrine,  the bank examiner’s privilege, and/or privileges applicable to information to the extent permitted  by the applicable law, including information that would reveal the existence or contemplated  filing of a suspicious activity report.  Your Employer, the Company and its Subsidiaries do not  waive any applicable privileges or the right to continue to protect its and their privileged  attorney-client information, attorney work product, and other privileged information.     *  *  *  *  *  *  *  *  *      X.  SWITZERLAND  ______________________________________________________________________    No country-specific provisions.       Y. TAIWAN    ______________________________________________________________________    Securities Law Notice. The offer of participation in the Plan is available only to employees of  the Company and its Subsidiaries.  The offer of participation in the Plan is not a public offer of  securities by a Taiwanese country.    *  *  *  *  *  *  *  *  *    Z.  UNITED ARAB EMIRATES   ______________________________________________________________________    No country-specific provisions.       





 






110    AA.  UNITED KINGDOM  ______________________________________________________________________    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 forfeiture of any or all of the amounts remaining to be  paid under this Award.  All terms used herein shall have the meaning given to them in the Plan or this Award, except as  otherwise expressly provided herein.    1. 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.      2. Exclusion of Claim.  You acknowledge and agree that you will have no entitlement to  compensation or damages insofar as such entitlement arises or may arise from your ceasing to  have rights under or to be entitled to the Deferred Shares, whether or not as a result of such  termination, (whether such termination is in breach of contract or otherwise), or from the loss or  diminution in value of the Deferred Shares.  Upon the grant of your Award, you shall be deemed  irrevocably to have waived any such entitlement.    3. Confidentiality.    (a) You acknowledge that you have access to Confidential Information which is not  generally known or made available to the general public and that such Confidential Information  is the property of the Company, its Subsidiaries or its or their licensors, suppliers or customers.   Subject to Paragraph 15, below, you agree specifically as follows, in each case whether during  your employment or following the termination thereof:   (i) You will always preserve as confidential all Confidential Information, and  will never use it for your own benefit or for the benefit of others; this includes that you will  not use the knowledge of activities or positions in clients’ securities portfolio accounts or  cash accounts for your own personal gain or for the gain of others.  





 






111    (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 make such legally-protected disclosures. Nor does  this Countries Addendum prevent you from (i) reporting in good faith an offence to a law  enforcement agency; or (ii) co-operating in good faith with a criminal investigation or  prosecution.  4. Assignment and Disclosure.    (a) You acknowledge that, by reason of being employed by your Employer, to the  extent permitted by law, all works, deliverables, products, methodologies and other work  product conceived, created and/or reduced to practice by you, individually or jointly with others,  during the period of your employment by your Employer and relating to the Company or any of  its Subsidiaries or demonstrably anticipated business, products, activities, research or  development of the Company or any of its Subsidiaries or resulting from any work performed by  you for the Company or any of its Subsidiaries, including, without limitation, any track record  with which you may be associated as an investment manager or fund manager (collectively,  “Work Product”), that consists of copyrightable subject matter is "work made for hire" as defined  in the Copyright Act of 1976 (17 U.S.C. § 101), and such copyrights and any copyrights that  would as a matter of local law be owned by State Street as employer on the basis that they are  created by you in the course of your employment 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  





 






112    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.     5. Non-Solicitation.   (a) This Paragraph 5 shall apply to you at any time that you hold the title of Vice  President or higher.  (b) You agree that, during your employment and for a period of 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 with whom you had material dealings  or in respect of whom you  have obtained Confidential Information about their skills, role, responsibilities,  expertise or other Confidential Information or material non-public information  relevant to their potential recruitment or engagement, in each case at any time  during the Relevant Period (excluding, in each case, 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, 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.”   





 






113    (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.      (e) “Officer” shall include any person holding a position title of Assistant Vice  President or higher.  Notwithstanding the foregoing, this Paragraph 5 shall be inapplicable  following a Change in Control.    6. Notice and Non-Compete. In consideration of your receipt of this Award, you expressly  agree to comply with the terms and conditions below without regard to whether or not any  amount has been forfeited, paid, delivered or repaid, under this Award at any time, including the  time you separate from service with your Employer, the Company and its Subsidiaries.  It is a  condition of this Award that, if you fail to comply with the terms and conditions below, then the  Company may in its absolute discretion determine that any or all of the amounts remaining to be  paid under this Award should be forfeited.  All terms used herein shall have the meaning given to them in the Plan or 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 one hundred eighty (180) days’ advance notice;   (2) If you are an Executive Vice President but not a member of the  Management Committee), you will give ninety (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  





 






114    (the "Garden Leave Period") and relieve you of some or all of your duties and  responsibilities.  During the Garden Leave Period your Employer or the Company may  (1) require you not to attend your normal place of work or any specific premises of the  Employer, the Company or any of its Subsidiaries; (2) appoint another person or persons  to carry out some or all of your duties; (3) require you not to communicate with any  customers, suppliers, employees or officers of the Employer, the Company or any of its  Subsidiaries; and/or (4) terminate your access to any of the IT systems of the Employer,  the Company or any of its Subsidiaries.  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 contractual 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.  Without prejudice to the foregoing, you will remain bound by your  obligations of good faith, fidelity, confidentiality, any fiduciary duties and all of your  express and implied obligations under your contract of employment. Any paid vacation  time which has accrued to you at the start of a Garden Leave Period and any holiday  entitlement which accrues during the Garden Leave Period will be deemed to be taken  by you during that period.  (iii) You agree that should you fail to provide advance notice of your resignation  as required in this Paragraph 6, your Employer, the Company or any of its Subsidiaries  shall be entitled to seek injunctive relief restricting you from employment for a period  equal to the period for which notice of resignation was required but not provided, and for  the period of restriction under subparagraph (b), if applicable, in addition to any other  remedies available under law.   (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 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 subparagraph (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 6(b)(iii) below (the entire period, including both during  employment and after employment, if any, the “Non-Compete Period”), you will not,  without the prior written consent of the Company or your Employer,  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;  





 






115    (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:  If at the time of termination:  Then the Non- Compete Period  will continue for  the periods set out  below less any  period of Garden  Leave in  accordance with  paragraph 4(d)  above:       You were an Executive Vice President or  higher  12 months       You were a Vice President or higher and your  Employer was Charles River Development at any  time during the twelve (12) months immediately  preceding the termination of your employment       You were a Client Executive  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  following was true at any time during the  twelve (12) months immediately preceding the  termination of your employment:  Then the Non- Compete Period  will continue for:       You were a Managing Director, Senior  Managing Director or Senior Vice President  working in one of the Specified Job Families   6 months  





 






116        You were a Vice President working in one of  the Specified Job Families 3 months    (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 6(a)(ii) above.  (v) Nothing in this subparagraph (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) “Client Executive” means a Senior Vice President or above who has been  assigned the Sales and Service > Account Management designation, as reflected on  your MyWorkday Profile.   (iii)     “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.  (iv) “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.  (v) “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.  (vi)  “Relevant Period” means the period of twenty four (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 6(a)(ii).  (vii) “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.  (viii) “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.  





 






117    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. Post-Employment Cooperation.  You agree that, following the termination of your  employment with the Company and its Subsidiaries, you will reasonably cooperate with the  Company or the relevant Subsidiary with respect to any matters arising during or related to your  employment, including but not limited to reasonable cooperation in connection with any  litigation, governmental investigation, or regulatory or other proceeding (even if such litigation,  governmental investigation, or regulatory or other proceeding arises following the date of this  Award to which this Countries Addendum is appended or following the termination of your  employment).  The Company or any of its Subsidiaries shall reimburse you for any reasonable  out-of-pocket and properly documented expenses you incur in connection with such  cooperation.  8. Enforcement.  You acknowledge and agree that the promises contained in this  Countries Addendum are necessary to the protection of the legitimate business interests of your  Employer, the Company and its Subsidiaries, including without limitation its and their  confidential information, trade secrets and goodwill, and are material and integral to the  undertakings of the Company under this Award to which this Countries Addendum is appended.   You further agree that one or more of your employer, the Company and its Subsidiaries will be  irreparably harmed in the event you do not perform such provisions in accordance with their  specific terms or otherwise breach the promises made herein.  Accordingly, your Employer, the  Company and any of its Subsidiaries shall each be entitled to preliminary or permanent  injunctive or other equitable relief or remedy without the need to post bond, and to recover its or  their reasonable attorney’s fees and costs incurred in securing such relief, in addition to, and not  in lieu of, any other relief or remedy at law to which it or they may be entitled, including the  immediate forfeiture of any as-yet unvested portion of the Award. You further agree that, the  periods of restriction contained in this Countries Addendum shall be tolled, and shall not run,  during any period in which you are in violation of the terms of this Countries Addendum, so that  your Employer, the Company and its Subsidiaries shall have the full protection of the periods  agreed to herein.  9. No Waiver.  No delay by your Employer, the Company or any of its Subsidiaries in  exercising any right under this Countries Addendum shall operate as a waiver of that right or of  any other right.  Any waiver or consent as to any of the provisions herein provided by your  Employer, the Company or any of its Subsidiaries must be in writing, is effective only in that  instance, and may not be construed as a broader waiver of rights or as a bar to enforcement of  the provision(s) at issue on any other occasion.  10. Relationship to Other Agreements.  This Addendum supplements and does not limit,  amend or replace any other obligations you may have under applicable law or any other  agreement or understanding you may have with your Employer, the Company or any of its  Subsidiaries or pursuant to the applicable policies of any of them, whether such additional  obligations have been agreed to in the past, or are agreed to in the future.  11. Interpretation of Business Protections.  The agreements made by you in Paragraphs  3, 4, 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  





 






118    extends for too long a period of time or over too great a range of activities or in too broad a  geographic area, it shall be interpreted to extend only over the maximum period of time, range  of activities or geographic area as to which it may be enforceable.  12. Assignment.  Except as provided otherwise herein, this Countries Addendum shall be  binding upon and inure to the benefit of both parties and their respective successors and  assigns, including any person or entity which acquires the Company or its assets or business;  provided, however, that your obligations are personal and may not be assigned by you.  13. Electronic Acceptance.  By accepting this Award electronically, you will be deemed to  have acknowledged and agreed that you are bound by the terms of this Countries Addendum,  and it shall be deemed to have been accepted by the Company.  14. Notification Requirement.  If you receive an offer of employment from, or offer to  provide services to, any person, firm, company or other entity (an "Offeror") (whether it is  accepted or not) either during your employment or during the period of any of the restrictions  contained in this Countries Addendum you will immediately provide to the Offeror details of the  substance of the restrictions and notify the Company of the offer and the identity of the Offeror,  and will provide such other details as the Company may reasonably request. The obligations in  this paragraph are without prejudice to your obligations of confidentiality and general obligation  to immediately disclose any conflict of interest to the Company.  Until forty five (45) days after  the period of restriction under Paragraph 6 (b) expires, you shall give notice to the Company of  each new business activity you plan to undertake, at least five (5) business days prior to  beginning any such activity.  Such notice shall state the name and address of the Person for  whom such activity is undertaken and the nature of your business relationship(s) and position(s)  with such Person.  You shall provide the Company with such other pertinent information  concerning such business activity as the Company may reasonably request in order to  determine your continued compliance with your obligations under this Countries Addendum.  15. Certain Limitations  (a) Nothing 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.     *  *  *  *  *  *  *  *  *  





 






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