exhibit102combined






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





 






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





 






      -3-  ActiveUS 157137627v.9    Plan immediately prior to the Company’s 2017 Annual Meeting of Shareholders  and (y) the number of shares of Common Stock subject to awards granted under  the Existing Plan which awards expire, terminate or are otherwise surrendered,  canceled, forfeited or repurchased by the Company at their original issuance price  pursuant to a contractual repurchase right (subject, however, in the case of  Incentive Stock Options to any limitations of the Code).    Shares of Common Stock issued under the Plan may consist in whole or in part of authorized but  unissued shares or treasury shares.   (2) Share Counting.  For purposes of counting the number of shares available  for the grant of Awards under the Plan under this Section 4(a) and under the sublimits contained  in Section 4(b)(2):   (A) all shares of Common Stock covered by SARs shall be counted  against the number of shares available for the grant of Awards under the Plan and against the  sublimits contained in Section 4(b)(2);  provided, however, that (i) SARs that may be settled only  in cash shall not be so counted and (ii) if the Company grants an SAR in tandem with an Option  for the same number of shares of Common Stock and provides that only one such Award may be  exercised (a “Tandem SAR”), only the shares covered by the Option, and not the shares covered  by the Tandem SAR, shall be so counted, and the expiration of one in connection with the  other’s exercise will not restore shares to the Plan;   (B) if any Award (i) expires or is terminated, surrendered or canceled  without having been fully exercised or is forfeited in whole or in part (including as the result of  shares of Common Stock subject to such Award being repurchased by the Company at the  original issuance price pursuant to a contractual repurchase right), or (ii) results in any Common  Stock not being issued (including as result of an SAR that was settleable either in cash or in  stock actually being settled in cash), the unused Common Stock covered by such Award shall  again be available for the grant of Awards.  Further, shares of Common Stock delivered (either  by actual delivery, attestation or net exercise) to the Company by a Participant to exercise an  Award or to satisfy any tax withholding obligations in accordance with Section 11(d) (including  shares retained from the Award creating the tax obligation) shall be added back to the number of  shares of Common Stock available for the future grant of Awards, provided that no more than  the number of shares used to satisfy the statutory minimum tax withholding obligation shall be  added back to the Plan pursuant to this section 4(a)(2)(B). However, (1) in the case of Incentive  Stock Options, the foregoing shall be subject to any limitations under the Code, (2) in the case of  the exercise of an SAR, the number of shares counted against the shares available under the Plan  and against the sublimits contained in Section 4(b)(2) shall be the full number of shares subject  to the SAR multiplied by the percentage of the SAR actually exercised, regardless of the number  of shares actually used to settle such SAR upon exercise and (3) the shares covered by a Tandem  SAR shall not again become available for grant upon the expiration or termination of such  Tandem SAR; and   





 






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





 






      -5-  ActiveUS 157137627v.9    (b) Incentive Stock Options.  An Option that the Board intends to be an “incentive  stock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall only be  granted to employees of State Street Corporation, any of State Street Corporation’s present or  future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code, and any  other entities the employees of which are eligible to receive Incentive Stock Options under the  Code, and shall be subject to and shall be construed consistently with the requirements of Section  422 of the Code.  An Option that is not intended to be an Incentive Stock Option shall be  designated a “Nonstatutory Stock Option.”  The Company shall have no liability to a Participant,  or any other person, if an Option (or any part thereof) that is intended to be an Incentive Stock  Option is not an Incentive Stock Option or if the Company converts an Incentive Stock Option to  a Nonstatutory Stock Option.  (c) Exercise Price.  The Board shall establish the exercise price of each Option or the  formula by which such exercise price will be determined.  The exercise price shall be specified  in the applicable Option agreement. The exercise price shall not be less than 100% of the Grant  Date Fair Market Value (as defined below) of the Common Stock on the date the Option is  granted; provided that if the Board approves the grant of an Option with an exercise price to be  determined on a future date, the exercise price shall be not less than 100% of the Grant Date Fair  Market Value on such future date.  “Grant Date Fair Market Value” of a share of Common  Stock for purposes of the Plan will be determined as follows:  (1) if the Common Stock trades on a national securities exchange, the closing  sale price (for the primary trading session) on the date of grant; or  (2) if the Common Stock does not trade on any such exchange, the average of  the closing bid and asked prices as reported by an authorized OTCBB market data vendor as  listed on the OTCBB website (otcbb.com) on the date of grant; or  (3) if the Common Stock is not publicly traded, the Board will determine the  Grant Date Fair Market Value for purposes of the Plan using any measure of value it determines  to be appropriate (including, as it considers appropriate, relying on appraisals) in a manner  consistent with the valuation principles under Code Section 409A, except as the Board may  expressly determine otherwise.  For any date that is not a trading day, the Grant Date Fair Market Value of a share of Common  Stock for such date will be determined by using the closing sale price or average of the bid and  asked prices, as appropriate, for the immediately preceding trading day and with the timing in the  formulas above adjusted accordingly.  The Board can substitute a particular time of day or other  measure of “closing sale price” or “bid and asked prices” if appropriate because of exchange or  market procedures or can, in its sole discretion, use weighted averages either on a daily basis or  such longer period as complies with Code Section 409A.  The Board has sole discretion to determine the Grant Date Fair Market Value for purposes of the  Plan, and all Awards are conditioned on the participants’ agreement that the Board’s  determination is conclusive and binding even though others might make a different  determination.  





 






      -6-  ActiveUS 157137627v.9    (d) Duration of Options.  Subject to the provisions of the Plan, each Option shall be  exercisable at such times and subject to such terms and conditions as the Board may specify in  the applicable Option agreement; provided, however, that no Option will be granted with a term  in excess of 10 years.  (e) Exercise of Options.  Options may be exercised by delivery to the Company of a  notice of exercise in a form (which may be electronic) approved by the Company, together with  payment in full (in the manner specified in Section 5(f)) of the exercise price for the number of  shares for which the Option is exercised.  Shares of Common Stock subject to the Option will be  delivered by the Company as soon as practicable following exercise.  (f) Payment Upon Exercise.  Common Stock purchased upon the exercise of an  Option granted under the Plan shall be paid for as follows:  (1) in cash or by check, payable to the order of the Company;  (2) except as may otherwise be provided in the applicable Option agreement  or approved by the Board, by (i) delivery of an irrevocable and unconditional undertaking by a  creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise  price and any required tax withholding or (ii) delivery by the Participant to the Company of a  copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly  to the Company cash or a check sufficient to pay the exercise price and any required tax  withholding;  (3) to the extent provided for in the applicable Option agreement or approved  by the Board, by delivery (either by actual delivery or attestation) of shares of Common Stock  owned by the Participant valued at their fair market value (valued in the manner determined by  (or in a manner approved by) the Board), provided (i) such method of payment is then permitted  under applicable law, (ii) such Common Stock, if acquired directly from the Company, was  owned by the Participant for such minimum period of time, if any, as may be established by the  Board and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled  vesting or other similar requirements;  (4) to the extent provided for in the applicable Nonstatutory Stock Option  agreement or approved by the Board, by delivery of a notice of “net exercise” to the Company,  as a result of which the Participant would receive (i) the number of shares underlying the portion  of the Option being exercised, less (ii) such number of shares as is equal to (A) the aggregate  exercise price for the portion of the Option being exercised divided by (B) the fair market value  of the Common Stock (valued in the manner determined by (or in a manner approved by) the  Board) on the date of exercise;  (5) to the extent permitted by applicable law and provided for in the  applicable Option agreement or approved by the Board, by payment of such other lawful  consideration as the Board may determine; or  (6) by any combination of the above permitted forms of payment.  





 






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





 






      -8-  ActiveUS 157137627v.9    than the then-current measurement price per share of such outstanding SAR, (2) cancel any  outstanding SAR (whether or not granted under the Plan) and grant in substitution therefor new  Awards under the Plan (other than Awards granted pursuant to Section 4(c)) covering the same  or a different number of shares of Common Stock and having a measurement price per share  lower than the then-current measurement price per share of the cancelled SAR, (3) cancel in  exchange for a cash payment any outstanding SAR with a measurement price per share above the  then-current fair market value of the Common Stock (valued in the manner determined by (or in  a manner approved by) the Board), or (4) take any other action under the Plan that constitutes a  “repricing” within the meaning of the rules of the NYSE.  (f) No Reload SARs.  No SAR granted under the Plan shall contain any provision  entitling the Participant to the automatic grant of additional SARs in connection with any  exercise of the original SAR.   7. Restricted Stock; RSUs  (a) General.  The Board may grant Awards entitling recipients to acquire shares of  Common Stock (“Restricted Stock”), subject to the right of the Company to repurchase all or  part of such shares at their issue price or other stated or formula price (or to require forfeiture of  such shares if issued at no cost) from the recipient in the event that conditions specified by the  Board in the applicable Award are not satisfied prior to the end of the applicable restriction  period or periods established by the Board for such Award.  The Board may also grant Awards  entitling the recipient to receive shares of Common Stock or cash to be delivered at the time such  Award vests or is settled by the Company (“RSUs”).  (b) Terms and Conditions for Restricted Stock and RSUs.  Subject to the provisions  of the Plan, the Board shall determine the terms and conditions of Restricted Stock and RSUs,  including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any.    (c) Stock Certificates; Dividends.  The Company may require that any stock  certificates issued in respect of shares of Restricted Stock, as well as dividends or distributions  paid on such Restricted Stock, shall be deposited in escrow by the Participant, together with a  stock power endorsed in blank, with the Company (or its designee).  At the expiration of the  applicable vesting, forfeiture and / or restriction periods, the Company (or such designee) shall  deliver the certificates no longer subject to such restrictions as well as any dividends or other  distributions to the Participant or if the Participant has died, to his or her Designated Beneficiary.   “Designated Beneficiary” means (i) the beneficiary designated, in a manner determined by the  Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of  the Participant’s death or (ii) in the absence of an effective designation by a Participant, the  Participant’s estate.  (d) Additional Provisions Relating to RSUs.  (1) Settlement.  Upon the vesting of and/or lapsing of any other restrictions  (i.e., settlement) with respect to each RSU, the Participant shall be entitled to receive from the  Company the number of shares of Common Stock specified in the Award agreement or (if so  





 






      -9-  ActiveUS 157137627v.9    provided in the applicable Award agreement or otherwise determined by the Board) an amount  of cash equal to the fair market value (valued in the manner determined by (or in a manner  approved by) the Board) of such number of shares or a combination thereof.  The Board may  provide that settlement of RSUs shall be deferred, on a mandatory basis or at the election of the  Participant, in a manner that complies with Section 409A of the Code or any successor provision  thereto, and the regulations thereunder (“Section 409A”).  (2) Voting Rights.  A Participant shall have no voting rights with respect to  any RSUs.  8. Other Stock-Based Awards  (a) General.  The Board may grant other Awards of shares of Common Stock, and  other Awards that are valued in whole or in part by reference to, or are otherwise based on,  shares of Common Stock or other property (“Other Stock-Based Awards”).  Such Other Stock- Based Awards shall also be available as a form of payment in the settlement of other Awards  granted under the Plan or as payment in lieu of compensation to which a Participant is otherwise  entitled.  Other Stock-Based Awards may be paid in shares of Common Stock or cash, as the  Board shall determine.   (b) Terms and Conditions.  Subject to the provisions of the Plan, the Board shall  determine the terms and conditions of each Other Stock-Based Award, including any purchase  price applicable thereto.    9. Performance Awards.  (a) Grants.  Restricted Stock, RSUs and Other Stock-Based Awards under the Plan  may be made subject to the achievement of performance goals pursuant to this Section 9  (“Performance Awards”).    (b) Committee.  Grants of Performance Awards to any Covered Employee (as defined  below) intended to qualify as “performance-based compensation” under Section 162(m)  (“Performance-Based Compensation”) shall be made only by a Committee (or a subcommittee  of a Committee) comprised solely of two or more directors eligible to serve on a committee  making Awards qualifying as “performance-based compensation” under Section 162(m).  In the  case of such Awards granted to Covered Employees, references to the Board or to a Committee  shall be treated as referring to such Committee (or subcommittee).  “Covered Employee” shall  mean any person who is, or whom the Committee, in its discretion, determines may be, a  “covered employee” under Section 162(m)(3) of the Code.  (c) Performance Measures.  For any Award that is intended to qualify as  Performance-Based Compensation, the Committee shall specify that the degree of granting,  vesting and/or payout shall be subject to the achievement of one or more objective performance  measures established by the Committee, which shall be based on the relative or absolute  attainment of specified levels of one or any combination of the following, which may be  





 






      -10-  ActiveUS 157137627v.9    determined pursuant to generally accepted accounting principles (“GAAP”) or on a non-GAAP  basis, as determined by the Committee (the “Performance Measures”):  i) earnings or earnings per share  ii) return on equity  iii) return on assets  iv) return on capital  v) cost of capital  vi) total stockholder return  vii) revenue  viii) market share  ix) quality/service  x) organizational development  xi) strategic initiatives (including acquisitions  or dispositions)     xii) risk control  xiii) expense  xiv) operating leverage  xv) operating fee leverage  xvi) capital ratios  xvii) liquidity ratios  xviii) income  xix) comprehensive capital analysis and  review (CCAR)  xx) other regulatory-related metric  Such goals may reflect absolute entity or business unit performance or a relative comparison to  the performance of a peer group of entities or other external measure of the selected performance  criteria and may be absolute in their terms or measured against or in relationship to other  companies comparably, similarly or otherwise situated.  The Performance Measures:  (x) may  vary by Participant and may be different for different Awards; (y) may be particular to a  Participant or the department, branch, line of business, subsidiary or other unit in which the  Participant works and may cover such period as may be specified by the Committee; and (z)  shall be set by the Committee within the time period prescribed by, and shall otherwise comply  with the requirements of, Section 162(m).  Awards that are not intended to qualify as  Performance-Based Compensation may be based on these or such other performance measures as  the Board may determine.  (d) Adjustments to Performance Measures.  The Committee may provide, no later  than the deadline for establishing the Performance Measures for a year, that one or more of the  Performance Measures applicable to an Award or Awards for such year will be adjusted in an  objectively determinable manner to reflect events (for example, but without limitation,  acquisitions, dispositions, joint ventures or restructurings, expenses associated with acquisitions,  dispositions, joint ventures or restructurings, amortization of purchased intangibles associated  with acquisitions, impact (dilution and expenses) of securities issuances (debt or equity) to  finance, or in contemplation of, acquisitions or ventures, merger and integration expenses,  changes in accounting principles or interpretations, changes in tax law or financial regulatory  law, impairment charges, fluctuations in foreign currency exchange rates, charges for  restructuring or rationalization programs (e.g., cost of workforce reductions, facilities or lease  abandonments, asset impairments), one-time insurance claims payments, extraordinary and/or  non-recurring items, litigation, regulatory matter or tax rate changes) occurring during the year  that affect the applicable Performance Measure.  (e) Adjustments to Performance-Based Compensation.  Notwithstanding any  provision of the Plan, with respect to any Performance Award that is intended to qualify as  Performance-Based Compensation, the Committee may adjust downwards, but not upwards, the  





 






      -11-  ActiveUS 157137627v.9    number of shares payable pursuant to such Award, and the Committee may not waive the  achievement of the applicable performance measures except in the case of the death or disability  of the Participant or a change in control of the Company.  (f) Other.  The Committee shall have the power to impose such other restrictions on  Performance Awards as it may deem necessary or appropriate to ensure that such Awards satisfy  all requirements for Performance-Based Compensation.  With respect to any Performance Award  that is intended to qualify as Performance-Based Compensation, the Plan and such Award will be  construed to the maximum extent permitted by law in a manner consistent with qualifying such  Award for such exception.  With respect to such Performance Awards, the Committee will  preestablish, in writing, one or more specific performance measures no later than 90 days after  the commencement of the period of service to which the performance relates (or at such earlier  time as is required to qualify the Performance Award as Performance-Based Compensation).   Prior to grant, vesting or payment of such Performance Award, as the case may be, the  Committee will certify whether the applicable performance measures have been attained and  such determination will be final and conclusive. No Performance Award that is intended to  qualify as Performance-Based Compensation may be granted after the first meeting of the  shareholders of the Company held in 2022 until the performance measures set forth in Section  9(c) (as originally approved or as subsequently amended) have been resubmitted to and  reapproved by the shareholders of the Company in accordance with the requirements of Section  162(m), unless such grant is made contingent upon such approval.   10. Adjustments for Changes in Common Stock and Certain Other Events  (a) Changes in Capitalization.  In the event of any stock split, reverse stock split,  stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or  other similar change in capitalization or event, or any dividend or distribution to holders of  Common Stock other than an ordinary cash dividend, (i) the number and class of securities  available under the Plan, (ii) the share counting rules and sublimits set forth in Sections 4(a) and  4(b), (iii) the number and class of securities and exercise price per share of each outstanding  Option, (iv) the share and per-share provisions and the measurement price of each outstanding  SAR, (v) the number of shares subject to and the repurchase price per share subject to each  outstanding award of Restricted Stock and (vi) the share and per-share-related provisions and the  purchase price, if any, of each outstanding RSU and each Other Stock-Based Award, shall be  equitably adjusted by the Company (or substituted Awards may be made, if applicable) in the  manner determined by the Board.  Without limiting the generality of the foregoing, in the event  the Company effects a split of the Common Stock by means of a stock dividend and the exercise  price of and the number of shares subject to an outstanding Option are adjusted as of the date of  the distribution of the dividend (rather than as of the record date for such dividend), then an  optionee who exercises an Option between the record date and the distribution date for such  stock dividend shall be entitled to receive, on the distribution date, the stock dividend with  respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the  fact that such shares were not outstanding as of the close of business on the record date for such  stock dividend.    (b) Covered Transactions and Change in Control.  





 






      -12-  ActiveUS 157137627v.9    (1) Definitions.    (i) A “Covered Transaction” shall mean:  (A) a consolidation, merger, or similar transaction or  series of related transactions, including a sale or  other disposition of stock, in which the Company is  not the surviving corporation or which results in the  acquisition of all or substantially all of the  Company’s then outstanding Common Stock by a  single person or entity or by a group of persons  and/or entities acting in concert;   (B) a sale or transfer of all or substantially all the  Company’s assets; or  (C) a dissolution or liquidation of the Company.  Where a Covered Transaction involves a tender offer that  is reasonably expected to be followed by a merger  described in clause (A) (as determined by the Board), the  Covered Transaction shall be deemed to have occurred  upon consummation of the tender offer.  (ii) A “Change in Control ” shall mean:  (A) the acquisition by any individual, entity or group  (within the meaning of Section 13(d)(3) or 14(d)(2)  of the Exchange Act) (a “Person”) of beneficial  ownership (within the meaning of Rule 13d-3  promulgated under the Exchange Act) of 25% or  more of either (I) the then-outstanding shares of  Common Stock (the “Outstanding Company  Common Stock”) or (II) the combined voting power  of the then-outstanding voting securities of the  Company entitled to vote generally in the election  of directors (the “Outstanding Company Voting  Securities”); excluding, however, the following  acquisitions of Outstanding Company Common  Stock and Outstanding Company Voting Securities:  (W) any acquisition directly from the Company, (X)  any acquisition by the Company, (Y) any  acquisition by any employee benefit plan (or related  trust) sponsored or maintained by the Company or  any corporation controlled by the Company, or (Z)  any acquisition by any Person pursuant to a  





 






      -13-  ActiveUS 157137627v.9    transaction which complies with clauses (I), (II) and  (III)  of subsection (C) of this definition;   (B) individuals who, as of the effective date of the Plan,  constitute the Board (the “Incumbent Board”)  cease for any reason to constitute at least a majority  of the Board; provided, however, that any  individual who becomes a member of the Board  subsequent to such effective date, whose election,  or nomination for election by the Company’s  shareholders, was approved by a vote of at least  a majority of directors then comprising the  Incumbent Board shall be considered as though  such individual were a member of the Incumbent  Board; but, provided further, that any such  individual whose initial assumption of office occurs  as a result of either an actual or threatened election  contest (as such terms are used in Rule 14a-11 of  Regulation 14A promulgated under the Exchange  Act) or other actual or threatened solicitation of  proxies or consents by or on behalf of a Person  other than the Board shall not be so considered as a  member of the Incumbent Board; or  (C) consummation by the Company of a reorganization,  merger or consolidation or sale or other disposition  of all or substantially all of the assets of the  Company (“Business Combination”); excluding,  however, such a Business Combination pursuant to  which (I) all or substantially all of the individuals  and entities who are the beneficial owners,  respectively, of the Outstanding Company Common  Stock and Outstanding Company Voting Securities  immediately prior to such Business Combination  own, directly or indirectly, more than 50% of,  respectively, the outstanding shares of common  stock, and the combined voting power of the then- outstanding voting securities entitled to vote  generally in the election of directors, as the case  may be, of the corporation resulting from such  Business Combination (including, without  limitation, a corporation which as a result of such  transaction owns the Company or all or  substantially all of the Company’s assets either  directly or through one or more subsidiaries) in  substantially the same proportions as their  





 






      -14-  ActiveUS 157137627v.9    ownership, immediately prior to such Business  Combination, of the Outstanding Company  Common Stock and Outstanding Company Voting  Securities, as the case may be, (II) no Person (other  than any employee benefit plan (or related trust)  sponsored or maintained by the Company or any  corporation controlled by the Company or such  corporation resulting from such Business  Combination) will beneficially own, directly or  indirectly, 25% or more of, respectively, the  outstanding shares of common stock of the  corporation resulting from such Business  Combination or the combined voting power of the  outstanding voting securities of such corporation  entitled to vote generally in the election of directors  except to the extent that such ownership existed  with respect to the Company prior to the Business  Combination and (III) at least a majority of the  members of the board of directors of the corporation  resulting from such Business Combination were  members of the Incumbent Board at the time of the  execution of the initial agreement, or of the action  of the Board, providing for such Business  Combination; or  (D) the approval by the shareholders of the Company of  a complete liquidation or dissolution of the  Company;  provided, that, to the extent necessary to ensure compliance  with the requirements of Section 409A, where applicable,  an event described above shall be treated as a Change in  Control only if it also constitutes or results in a change in  ownership or control of the Company, or a change in  ownership of assets of the Company, described in Section  409A.   (iii) “Cause” shall mean:  (A) If the Participant is party to an employment or  similar agreement with the Company that contains a  definition of “Cause,” that definition shall apply for  purposes of the Plan.   (B) Otherwise, “Cause” shall mean any (I) willful  failure by the Participant, which failure is not cured  





 






      -15-  ActiveUS 157137627v.9    within 30 days of written notice to the Participant  from the Company, to perform his or her material  responsibilities to the Company or (II) willful  misconduct by the Participant which is materially  injurious to the Company.  For purposes of this definition of “Cause,” reference to the  “Company” shall include the acquiror or survivor (or an  affiliate of the acquiror or survivor) in the applicable  Change in Control.  (iv) “Good Reason” shall mean:  (A) If the Participant is party to an employment or  similar agreement with the Company that contains a  definition of “Good Reason,” that definition shall  apply for purposes of the Plan.   (B) Otherwise, “Good Reason” shall mean any  significant diminution in the Participant’s duties,  authority, or responsibilities from and after such  Change in Control, as the case may be, or any  material reduction in the base compensation payable  to the Participant from and after such Change in  Control, as the case may be, or the relocation of the  place of business at which the Participant is  principally located to a location that is greater than  50 miles from its location immediately prior to such  Change in Control. Notwithstanding the occurrence  of any such event or circumstance, such occurrence  shall not be deemed to constitute Good Reason  unless (I) the Participant gives the Company the  notice of termination no more than 90 days after the  initial existence of such event or circumstance, (II)  such event or circumstance has not been fully  corrected and the Participant has not been  reasonably compensated for any losses or damages  resulting therefrom within 30 days of the  Company’s receipt of such notice and (III) the  Participant’s termination of Employment occurs  within six months following the Company’s receipt  of such notice.   For purposes of this definition of “Good Reason,” reference  to the “Company” shall include the acquiror or survivor (or  





 






      -16-  ActiveUS 157137627v.9    an affiliate of the acquiror or survivor) in the applicable  Change in Control.  (v) “Employment” shall mean a Participant’s employment or other  service relationship with the Company and its subsidiaries.  Employment will be deemed to continue, unless the Board  expressly provides otherwise, so long as the Participant is  employed by, or otherwise is providing services in a capacity  described in Section 1 to the Company or its subsidiaries.  If a  Participant’s employment or other service relationship is with a  subsidiary of the Company and that entity ceases to be a  subsidiary, the Participant’s Employment will be deemed to have  terminated when the entity ceases to be subsidiary of the Company  unless the Participant transfers Employment to the Company or its  remaining subsidiaries.   (2) Effect on Awards.    (i) Covered Transactions.  Except as otherwise provided in an Award,  the following provisions shall apply in the event of a Covered  Transaction:  (A) Assumption or Substitution.  If the Covered  Transaction is one in which there is an acquiring or  surviving entity, the Board may provide for the  assumption of some or all outstanding Awards or  for the grant of new awards in substitution therefor  by the acquiror or survivor or an affiliate of the  acquiror or survivor.  (B) Cash-Out of Awards.  If the Covered Transaction is  one in which holders of C o m m o n  Stock will  receive upon consummation a payment (whether  cash, non-cash or a combination of the foregoing),  the Board may provide for payment (a “cash-out”),  with respect to some or all Awards, equal in the case  of each affected Award to the excess, if any, of (A)  the fair market value of one share of Common  Stock (as determined by the Board in its reasonable  discretion) times the number of shares of Common  Stock subject to the Award, over (B) the aggregate  exercise or purchase price, if any, under the Award  (in the case of an SAR, the aggregate base price  above which appreciation is measured), in each case  on such payment terms (which need not be the  same as the terms of payment to holders of  





 






      -17-  ActiveUS 157137627v.9    Common Stock) and other terms, and subject to  such conditions, as the Board determines.  (C) Acceleration of Certain Awards.  If the Covered  Transaction (whether or not there is an acquiring  or surviving entity) is one in which there is no  assumption, substitution or cash-out, each Award  requiring exercise will become fully exercisable,  each Award of Restricted Stock will become fully  vested and the delivery of shares of Common  Stock deliverable under each outstanding award of  RSUs, Performance Awards (to the extent  consisting of RSUs) and Other Stock-Based  Awards will be accelerated and such shares will  be delivered, prior to the Covered Transaction, in  each case on a basis that gives the holder of the  Award a reasonable opportunity, as determined by  the Board, following exercise of the Award or the  delivery of the shares, as the case may be, to  participate as a shareholder in the Covered  Transaction.  (D) Termination of Awards Upon Consummation of  Covered Transaction.  Each Award (unless assumed  or substituted pursuant to Section 10(b)(2)(i)(A)  above), other than outstanding shares of Restricted  Stock (which shall be treated in the same manner as  other shares of Common Stock, subject to Section  10(b)(2)(i)(E) below), will terminate upon  consummation of the Covered Transaction.  (E) Additional Limitations.  Any share of Common  Stock delivered pursuant to Section 10(b)(2)(i)(A)  or Section 10(b)(2)(i)(C) above with respect to an  Award may, in the discretion of the Board, contain  such restrictions, if any, as the Board deems  appropriate to reflect any performance or other  vesting conditions to which the Award was subject.  In the case of Restricted Stock, the Board may  require that any amounts delivered, exchanged or  otherwise paid in respect of such Common Stock in  connection with the Covered Transaction be placed  in escrow or otherwise made subject to such  restrictions as the Board deems appropriate to carry  out the intent of the Plan.  





 






      -18-  ActiveUS 157137627v.9    (ii) Change in Control.  Notwithstanding any other provision of the  Plan to the contrary, in the event of a Change in Control:  (A) Acceleration of Options and SARs; Effect on Other  Awards. If, on or prior to the first anniversary of the  consummation of the Change in Control, the  Participant’s Employment with the Company is  terminated for Good Reason by the Participant or is  terminated without Cause by the Company, all  Options and SARs outstanding as of the date such  Change in Control is consummated and which are  not then exercisable shall become exercisable to the  full extent of the original grant, all shares of  Restricted Stock which are not otherwise vested  shall vest, and Performance Awards granted  hereunder shall vest to the extent set forth in the  applicable Award agreement.    (B) Restriction on Application of Plan Provisions  Applicable in the Event of Termination of  Employment.  After a Change of Control, Options  and SARs granted under Section 10(b)(2)(i)(A) as  substitution for existing Awards shall remain  exercisable following a termination of Employment  (other than termination by reason of death,  disability (as determined by the Company) or  retirement (as defined in the Award)) for the  lesser  of (I) a period of seven (7) months, or (II) the period  ending on the latest date on which such Option or  SAR could otherwise have been exercised.  (C) Restriction on Amendment.  In connection with or  following a Change in Control, the Board may not  impose additional conditions upon exercise or  otherwise amend or restrict any Award, or amend  the terms of the Plan in any manner adverse to the  holder thereof, without the written consent of such  holder.   11. General Provisions Applicable to Awards  (a) Transferability of Awards.  Awards shall not be sold, assigned, transferred,  pledged or otherwise encumbered by a Participant, either voluntarily or by operation of law,  except by will or the laws of descent and distribution or, other than in the case of an Incentive  Stock Option, pursuant to a qualified domestic relations order, and, during the life of the  Participant, shall be exercisable only by the Participant; provided, however, that, except with  





 






      -19-  ActiveUS 157137627v.9    respect to Awards subject to Section 409A, the Board may permit or provide in an Award for the  gratuitous transfer of the Award by the Participant to or for the benefit of any immediate family  member, family trust or other entity established for the benefit of the Participant and/or an  immediate family member thereof if the Company would be eligible to use a Form S-8 under the  Securities Act for the registration of the sale of the Common Stock subject to such Award to  such proposed transferee; provided further, that the Company shall not be required to recognize  any such permitted transfer until such time as such permitted transferee shall, as a condition to  such transfer, deliver to the Company a written instrument in form and substance satisfactory to  the Company confirming that such transferee shall be bound by all of the terms and conditions of  the Award.  References to a Participant, to the extent relevant in the context, shall include  references to authorized transferees.  For the avoidance of doubt, nothing contained in this  Section 11(a) shall be deemed to restrict a transfer to the Company.  (b) Documentation.  Each Award shall be evidenced in such form (written, electronic  or otherwise) as the Board shall determine.  Each Award may contain terms and conditions in  addition to those set forth in the Plan.  (c) Termination of Status.  Unless the Board expressly provides otherwise,  immediately upon the cessation of a Participant’s Employment (as defined in Section  10(b)(1)(v)), (i) each Award requiring exercise that is then held by the Participant or by the  Participant’s permitted transferees, if any, will cease to be exercisable and will terminate, and (ii)  all other Awards that are then held by the Participant or by the Participant’s permitted  transferees, if any, to the extent not already vested will be forfeited, except that:  (1) subject to (2) and (3) below, all Options and SARs held by the Participant  or the Participant’s permitted transferees, if any, immediately prior to the cessation of the  Participant’s Employment with the Company, to the extent then exercisable, will remain  exercisable for the lesser of (i) a period of three months and (ii) the period ending on the latest  date on which such Option or SAR could have been exercised without regard to this Section  11(c), and will thereupon terminate;  (2) all Options and SARs held by a Participant or the Participant’s permitted  transferees, if any, immediately prior to the Participant’s death, to the extent then exercisable,  will remain exercisable for the lesser of (i) the one year period ending with the first anniversary  of the Participant’s death and (ii) the period ending on the latest date on which such Option or  SAR could have been exercised without regard to this Section 11(c), and will thereupon  terminate; and  (3) all Options and SARs held by a Participant or the Participant’s permitted  transferees, if any, immediately prior to the cessation of the Participant’s Employment with the  Company will immediately terminate upon such cessation if the Board in its sole discretion  determines that such cessation of Employment has resulted for reasons which cast such discredit  on the Participant as to justify immediate termination of the Award.   (d) Withholding.  The Participant must satisfy all applicable federal, state, and local  or other income and employment tax withholding obligations before the Company will deliver  





 






      -20-  ActiveUS 157137627v.9    stock certificates or otherwise recognize ownership of Common Stock under an Award.  The  Company may elect to satisfy the withholding obligations through additional withholding on  salary or wages.  If the Company elects not to or cannot withhold from other compensation, the  Participant must pay the Company the full amount, if any, required for withholding or have a  broker tender to the Company cash equal to the withholding obligations.  Payment of  withholding obligations is due before the Company will issue any shares on exercise, vesting or  release from forfeiture of an Award or at the same time as payment of the exercise or purchase  price, unless the Company determines otherwise.  If provided for in an Award or approved by the  Board, a Participant may satisfy the tax obligations in whole or in part by delivery (either by  actual delivery or attestation) of shares of Common Stock, including shares retained from the  Award creating the tax obligation, valued at their fair market value (valued in the manner  determined by (or in a manner approved by) the Company); provided, however, except as  otherwise provided by the Board, that the total tax withholding where stock is being used to  satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding  obligations (based on minimum statutory withholding rates for federal and state tax purposes,  including payroll taxes, that are applicable to such supplemental taxable income), except that, to  the extent that the Company is able to retain shares of Common Stock having a fair market value  (determined by (or in a manner approved by) the Company)  that exceeds the statutory minimum  applicable withholding tax without material financial accounting implications or the Company is  withholding in a jurisdiction that does not have a statutory minimum withholding tax, the  Company may retain such number of shares of Common Stock (up to the number of shares  having a fair market value equal to the maximum individual statutory rate of tax (determined by  (or in a manner approved by) the Company)) as the Company shall determine in its sole  discretion to satisfy the tax liability associated with any Award.  Shares used to satisfy tax  withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or  other similar requirements.  (e) Amendment of Award.  Except as otherwise provided in Section 5(g) and 6(e),  the Board may amend, modify or terminate any outstanding Award, including but not limited to,  substituting therefor another Award of the same or a different type, changing the date of exercise  or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option.  The  The Board may at any time accelerate the vesting or exercisability of an Award, regardless of  any adverse or potentially adverse tax consequences resulting from such acceleration. The  Participant’s consent to such action shall be required unless (i) the Board determines that the  action, taking into account any related action, does not materially and adversely affect the  Participant’s rights under the Plan or (ii) the change is permitted under Section 10 or the  foregoing sentence.  (f) Conditions on Delivery of Stock.  The Company will not be obligated to deliver  any shares of Common Stock pursuant to the Plan or to remove restrictions from shares  previously issued or delivered under the Plan until (i) all conditions of the Award have been met  or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all  other legal matters in connection with the issuance and delivery of such shares have been  satisfied, including any applicable securities laws and regulations and any applicable stock  exchange or stock market rules and regulations, and (iii) the Participant has executed and  





 






      -21-  ActiveUS 157137627v.9    delivered to the Company such representations or agreements as the Company may consider  appropriate to satisfy the requirements of any applicable laws, rules or regulations..     (g) Dividend Equivalents.  The Board may provide for the payment of amounts in  lieu of cash dividends or other cash distributions (“Dividend Equivalents”) with respect to shares  of Common Stock subject to an Award, provided that such Dividend Equivalents shall be subject  to the same vesting and forfeiture provisions as the Award with respect to which they may be  paid.  Any entitlement to dividend equivalents or similar entitlements shall be established and  administered consistent either with exemption from, or compliance with the requirements of  Section 409A to the extent applicable.    12. Miscellaneous  (a) No Right To Employment or Other Status.  No person shall have any claim or  right to be granted an Award by virtue of the adoption of the Plan, and the grant of an Award  shall not be construed as giving a Participant the right to continued Employment.  The Company  expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a  Participant free from any liability or claim under the Plan, except as expressly provided in the  applicable Award.  (b) No Rights As Shareholder; Clawback.  Subject to the provisions of the applicable  Award, no Participant or Designated Beneficiary shall have any rights as a shareholder with  respect to any shares of Common Stock to be issued with respect to an Award until becoming the  record holder of such shares.  In accepting an Award under the Plan, a Participant shall agree to  be bound by any clawback policy the Company has adopted or may adopt in the future, or any  other compensation recovery requirements that the Company determines are necessary or  appropriate to be applicable to an Award.  (c) Effective Date and Term of Plan.  The Plan shall become effective on the date the  Plan is approved by the Company’s shareholders (the “Effective Date”).  No Awards shall be  granted under the Plan after the expiration of 10 years from the Effective Date, but Awards  previously granted may extend beyond that date.  (d) Amendment of Plan.  The Board may amend, suspend or terminate the Plan or  any portion thereof at any time provided that (i) to the extent required by Section 162(m), no  Award granted to a Participant that is intended to comply with Section 162(m) after the date of  such amendment shall become exercisable, realizable or vested, as applicable to such Award,  unless and until the Company’s shareholders approve such amendment in the manner required by  Section 162(m); (ii) no amendment that would require shareholder approval under the rules of  the national securities exchange on which the Company then maintains its primary listing  may  be made effective unless and until the Company’s shareholders approve such amendment; and  (iii) if the national securities exchange on which the Company then maintains its primary listing  does not have rules regarding when shareholder approval of amendments to equity compensation  plans is required (or if the Common Stock is not then listed on any national securities exchange),  then no amendment to the Plan (A) materially increasing the number of shares authorized under  the Plan (other than pursuant to Section 4(c) or 10), (B) expanding the types of Awards that may  





 






      -22-  ActiveUS 157137627v.9    be granted under the Plan, or (C) materially expanding the class of participants eligible to  participate in the Plan shall be effective unless and until the Company’s shareholders approve  such amendment.  In addition, if at any time the approval of the Company’s shareholders is  required as to any other modification or amendment under Section 422 of the Code or any  successor provision with respect to Incentive Stock Options, the Board may not effect such  modification or amendment without such approval.  Unless otherwise specified in the  amendment, any amendment to the Plan adopted in accordance with this Section 12(d) shall  apply to, and be binding on the holders of, all Awards outstanding under the Plan at the time the  amendment is adopted, provided the Board determines that such amendment, taking into account  any related action, does not materially and adversely affect the rights of Participants under the  Plan.  No Award shall be made that is conditioned upon shareholder approval of any amendment  to the Plan unless the Award provides that (i) it will terminate or be forfeited if shareholder  approval of such amendment is not obtained within no more than 12 months from the date of  grant and (2) it may not be exercised or settled (or otherwise result in the issuance of Common  Stock) prior to such shareholder approval.   (e) Authorization of Sub-Plans (including for Grants to non-U.S. Employees).  The  Board may from time to time establish one or more sub-plans under the Plan for purposes of  satisfying applicable securities, tax or other laws of various jurisdictions.  The Board shall  establish such sub-plans by adopting supplements to the Plan containing (i) such limitations on  the Board’s discretion under the Plan as the Board deems necessary or desirable or (ii) such  additional terms and conditions not otherwise inconsistent with the Plan as the Board shall deem  necessary or desirable.  All supplements adopted by the Board shall be deemed to be part of the  Plan, but each supplement shall apply only to Participants within the affected jurisdiction and the  Company shall not be required to provide copies of any supplement to Participants in any  jurisdiction which is not the subject of such supplement.    (f) Compliance with Section 409A of the Code.  Except as provided in individual  Award agreements initially or by amendment, if and to the extent (i) any portion of any payment,  compensation or other benefit provided to a Participant pursuant to the Plan in connection with  his or her employment termination constitutes “nonqualified deferred compensation” within the  meaning of Section 409A and (ii) the Participant is a specified employee as defined in Section  409A(a)(2)(B)(i) of the Code, in each case as determined by the Company in accordance with its  procedures, by which determinations the Participant (through accepting the Award) agrees that  he or she is bound, such portion of the payment, compensation or other benefit shall not be paid  before the day that is six months plus one day after the date of “separation from service” (as  determined under Section 409A) (the “New Payment Date”), except as Section 409A may then  permit.  The aggregate of any payments that otherwise would have been paid to the Participant  during the period between the date of separation from service and the New Payment Date shall  be paid to the Participant in a lump sum on such New Payment Date, and any remaining  payments will be paid on their original schedule.  The Company makes no representations or warranty and shall have no liability to the  Participant or any other person if any provisions of or payments, compensation or other benefits  under the Plan are determined to constitute nonqualified deferred compensation subject to  Section 409A but do not to satisfy the conditions of that section.  





 






      -23-  ActiveUS 157137627v.9    (g) Limitations on Liability.  Notwithstanding any other provisions of the Plan, no  individual acting as a director, officer, employee or agent of the Company will be liable to any  Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss,  liability, or expense incurred in connection with the Plan, nor will such individual be personally  liable with respect to the Plan because of any contract or other instrument he or she executes in  his or her capacity as a director, officer, employee or agent of the Company.  The Company will  indemnify and hold harmless each director, officer, employee or agent of the Company to whom  any duty or power relating to the administration or interpretation of the Plan has been or will be  delegated, against any cost or expense (including attorneys’ fees) or liability (including any sum  paid in settlement of a claim with the Board’s approval) arising out of any act or omission to act  concerning the Plan unless arising out of such person’s own fraud or bad faith.  (h) Governing Law.  The provisions of the Plan and all Awards made hereunder shall  be governed by and interpreted in accordance with the laws of the Commonwealth of  Massachusetts, excluding choice-of-law principles of the law of such state that would require the  application of the laws of a jurisdiction other than the Commonwealth of Massachusetts.  In  accepting an Award under the Plan, a Participant shall agree that the Award is granted by the  Company, with respect to Common Stock issued by the Company, and that any claim with  respect to the Award may only be raised against the Company in a court of competent  jurisdiction in the Commonwealth of Massachusetts, regardless of whether the Participant is or  was employed by the Company or a Subsidiary.  





 






      24    STATE STREET CORPORATION  2017 STOCK INCENTIVE PLAN  13. [    ] Restricted Stock Unit Award Agreement with Performance Criteria    Subject to your acceptance of the terms set forth in this agreement and the addendum  attached hereto (“Agreement”), State Street Corporation (“Company”) has awarded you,  under the State Street Corporation 2017 Stock Incentive Plan (“Plan”), and pursuant to  this Agreement and the terms set forth herein, a contingent right to receive the number  of shares of Common Stock (the right to receive such Common Stock, “Restricted Stock  Units”) (“Award”) as set forth in the statement pertaining to this Award (“Statement”) on  the website (“Website”) maintained by Fidelity Stock Plan Services LLC, an independent  service provider based in the United States, or another party designated by the  Company (“Equity Administrator”).   Copies of the Plan, the Company’s Prospectus for the Plan and any employee  information supplement to the Prospectus for your country of employment (“Tax  Supplement”) are located on the Website for your reference.  Your acceptance of this  Award constitutes your acknowledgement that you have read and understood this  Agreement, the Plan, the Prospectus for the Plan and the Tax Supplement.  The  provisions of the Plan are incorporated herein by reference, and all terms used herein  shall have the meaning given to them in the Plan, except as otherwise expressly  provided herein.  In the event of any conflict between the provisions of this Agreement  and the provisions of the Plan, the provisions of the Plan shall control. As used herein,  “State Street” means the Company and each Subsidiary. “Subsidiary” means the  Company’s 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.    You may consider this Agreement for up to thirty (30) days from the date it was first  made available to you on the Website.  The terms of your Award are as follows:  1. Grant of Restricted Stock Units.  To be entitled to any payment under this Award, you must accept your Award and in so  doing agree to comply with the terms and conditions of this Agreement and the  applicable provisions of the Countries Addendum outlined in Appendix A (which is  incorporated into, and forms a material and integral part of, this Agreement).  Failure to  accept this Award within thirty (30) days following the posting of this Agreement on the  Website will result in forfeiture of this Award.  Subject to the terms and conditions of this  Agreement, Restricted Stock Units shall vest on the vesting and payment date described  in Section 2.  The term “vest” as used herein means the lapsing of certain (but not all)  restrictions described herein and in the Plan with respect to one or more Restricted  Stock Units.  To vest in all or any portion of this Award as of any date, you must have  been continuously employed with the Company or a Subsidiary from and after the date  hereof and until (and including) the applicable vesting date, except as otherwise  provided herein.  





 






      25    By accepting this Award, you and the Company agree that any claim arising out of this  Award or any Common Stock issued by the Company pursuant to this Award may only  be brought in the federal or state courts of the Commonwealth of Massachusetts,  regardless of where or whether you are employed by the Company or a Subsidiary. You  consent to personal jurisdiction in such courts for any such claim, consent to service of  process by any means allowed by such courts or applicable law, and waive any  arguments that such courts are not an appropriate or convenient forum.  This Award is subject to any forfeiture, compensation recovery or similar requirements  set forth in this Agreement, as well as any other forfeiture, compensation recovery or  similar requirements under applicable law and related implementing regulations and  guidance, and to other forfeiture, compensation recovery or similar requirements under  plans, policies and practices of the Company or its relevant Subsidiaries in effect from  time to time, including those set forth in your offer letter. In the event pursuant to this  Agreement or pursuant to any applicable law or related implementing regulations or  guidance, or pursuant to any Company or its relevant Subsidiaries plans, policies or  practices, the Board or State Street is required or permitted to reduce, forfeit or cancel  any amount remaining to be paid, or to recover any amount previously paid, with respect  to this Award, or to otherwise impose or apply restrictions on this Award or shares of  Common Stock subject hereto, it shall, in its sole discretion, be authorized to do so. By  accepting this Award, you consent to making payment to your Employer in the event of a  compensation recovery determination by the Board or State Street.      2. Performance Targets; Board Certification; Form of Payment.  Whether your Award will be paid and in what amounts will depend on achievement of  average return on equity, average pre-tax margin and fee revenue growth, as further  adjusted to reflect a relative total shareholder return modifier, each as defined in the  attached Exhibit I (which is incorporated into, and forms a material and integral part of,  this Agreement), during the three (3) calendar years during the Performance Period, as  defined in the attached Exhibit I, and the other terms and conditions as set forth herein.  Payment under this Award will only be made if the Board certifies, following the close of  the Performance Period, that the pre-established threshold performance targets have  been met or exceeded, and then only to the extent of the level of performance so  certified as having been achieved.  In addition, if you were employed in EMEA during all  or a portion of the 2020 calendar year performance period that resulted in the Award  grant, the Award amount paid will be further adjusted based upon the “EMEA Risk  Adjustment Percentage” described in Exhibit I.  Any portion of this Award earned by reason of the Board’s certification as described  above will vest and be paid in Common Stock to you (or your Designated Beneficiary, in  the case of your death) in one single installment between February 15 and March 15 of  the calendar year beginning after the end of the Performance Period (unless vesting and  payment is otherwise delayed pursuant to the provisions of this Agreement or operation  of law, rules or regulations).  The total number of shares of Common Stock to be paid  will be determined by multiplying the number of Restricted Stock Units referred to in your  Statement by the Total Vesting Percentage, as defined and set forth on the attached  Exhibit I and certified by the Board, further adjusted by the EMEA Risk Adjustment  Percentage if applicable to you.   Notwithstanding the foregoing, the Company may, in its sole discretion, settle any vested  Award in the form of:  





 






      26    (i)  a cash payment to the extent settlement in shares of Common  Stock (1) is prohibited under local law, rules or regulations, (2) would  require you, the Company or  your Employer to obtain the approval of any  governmental and/or regulatory body in your country of residence (or  country of employment, if different), or (3) is administratively burdensome;  or   (ii) shares of Common Stock, but require you to immediately sell such  shares of Common Stock (in which case, you hereby expressly authorize  the Company to issue sales instructions on your behalf).  3. Identified Staff Holding Requirement.    Notwithstanding anything herein to the contrary, you agree and covenant that, as a  condition to the receipt of this Award and the settlement of the Restricted Stock Units in  the form of shares of Common Stock hereunder, in the event the Company or any  Subsidiary notifies you at any time before or after this Award is made  that you have  been designated Identified Staff for purposes of the Capital Requirements Directive IV  (or any implementing or successor rule, regulation or guidance, including the rules and  regulations of the United Kingdom Financial Conduct Authority (“FCA”),  Prudential  Regulation Authority (“PRA”), German Federal Financial Supervisory Authority (“BaFin”)  or any other applicable regulatory authority), you will not sell or otherwise transfer any  shares of Common Stock issued and transferred to you pursuant to this Award until the  date that is at least twelve (12) months for UK and State Street Bank International GmbH  (“SSBI”) Identified Staff (or such longer period as is stipulated by the FCA, the PRA,  BaFin or any other applicable regulatory authority) after the vesting date of the shares of  Common Stock paid in connection with this Award (“Release Date”), except that (a) you  shall be permitted to sell, prior to the Release Date, a number of shares of Common  Stock sufficient to pay applicable tax and social security withholding, if any, with respect  to such vesting (or, alternatively, if the Company  withholds such shares pursuant to  Section 12 of this Agreement, the requirements in this Section 3 not to sell or otherwise  transfer any shares shall only apply to the number of such shares delivered to you (i.e.,  after such withholding of shares)), (b) transfers by will or pursuant to the laws of descent  or distribution are permitted and (c) this holding requirement shall not apply to such  portion of the shares of Common Stock, if any, that were  awarded with respect to a  period of time, as determined by the Company in its discretion, during which you were  not subject to such holding requirement.  Any attempt by you (or in the case of your  death, by your Designated Beneficiary) to assign or transfer shares of Common Stock  subject to this Award, either voluntarily or involuntarily, contrary to the provisions hereof,  shall be null and void and without effect.  The Company may, in its sole discretion,  impose restrictions on the assignment or transfer of shares of Common Stock consistent  with the provisions hereof, including, without limitation, by or through the transfer agent  for such shares or by means of legending Common Stock certificates or otherwise. This  Section 3 applies in addition to, and not to the exclusion of, any other holding, forfeiture  and/or clawback provisions contained in this Agreement.  4. General Circumstances of Forfeiture.    (a) You will immediately forfeit any and all rights to receive shares of  Common Stock under this Agreement not previously vested,  issued and transferred to  you in the event:  





 






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





 






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





 






      29    and transferred to you in Common Stock or otherwise paid in respect of this Award (“UK  Malus-Based Forfeiture”).   (c)  If the Company determines that a UK Clawback Event has occurred it  may require the repayment by you (or otherwise seek to recover from you) of all or part  of any compensation paid to you in respect of this Award.   (d)   The Company may produce guidelines from time to time in respect of its  operation of the provisions of this Section 6.  The Company intends to apply such  guidelines in deciding whether and when to effect any reduction, cancellation, forfeiture  or recovery of compensation but, in the event of any inconsistency between the  provisions of this Section 6 and any such guidelines, this Section 6 shall prevail. Such  guidelines do not form part of any employee’s contract of employment, and the  Company may amend such guidelines and their application at any time.  (e)   By accepting this Award on the Website, you expressly and explicitly   (i) consent to making  the required  payment to the Company (or to your  Employer on behalf of the Company)upon a UK Clawback Event; and   (ii) authorize the Company to issue related instructions, on your behalf, to  the Equity Administrator and any brokerage firm and/or third party  administrator engaged by the Company to hold your shares of Common  Stock and other amounts acquired under the Plan and to re-convey,  transfer or otherwise return such shares of Common Stock and/or other  amounts to the Company.   (f)   For the purposes of this Section 6:  (i)   A “UK Forfeiture Event” means a determination by the Company,  in its sole discretion, that (A) there is reasonable evidence of your  misbehavior or material error; or (B) the Company, one of its Subsidiaries  or a relevant business unit has suffered a material downturn in its  financial performance; or (C) the Company, one of its Subsidiaries or a  relevant business unit has suffered a material failure of risk management.  (ii)   A “UK Clawback Event” means a determination by the Company,  in its sole discretion, that either (A) there is reasonable evidence of your  misbehavior or material error or (B) the Company, one of its Subsidiaries  or a relevant business unit has suffered a material failure of risk  management.   (g)   This Section 6 applies in addition to, and not to the exclusion of, any other  holding, forfeiture and/or clawback provisions contained in this Agreement.  7. SSBI and SSGA GmbH Affordability Limitations, and 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  





 






      30    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 this  Award is subject to forfeiture and clawback for a period from the date the Award is  granted until two (2) years from the date that the final tranche of this Award vests.  A  clawback applies if you, as 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 “SSBI Identified  Staff Clawback Event”).    (c) Section 7 applies in addition to, and not to the exclusion of, any other  holding, forfeiture and/or clawback provisions contained in this Agreement.      8. Management Committee/Executive Vice President Forfeiture and Clawback.  (a) If, at the time the Award is made, you are a member of the State Street  Corporation Management Committee or any successor committee or body  (“Management Committee” or “MC”) or hold the title Executive Vice President (“EVP”) or  higher, any amount remaining to be paid in respect of this Award may, in the sole  discretion of the Board, be reduced, forfeited or cancelled, in whole or in part, in the  event that it is determined by the Board, in its sole discretion, that:  (i) you engaged in fraud, gross negligence or any misconduct,  including in a supervisory capacity, that was materially detrimental to the  interests or business reputation of State Street or any of its businesses;  or  (ii) you engaged in conduct that constituted a violation of State Street  policies and procedures or State Street Standard of Conduct in a manner  which either caused or could have caused reputational harm that is  material to State Street or placed or could have placed State Street at  material legal or financial risk; or  (iii) as a result of a material financial restatement by State Street  contained in a filing with the U.S. Securities and Exchange Commission  (“SEC”), or miscalculation or inaccuracy in the determination of  performance metrics, financial results or other criteria used in determining  the amount of this Award, you would have received a smaller or no Award  hereunder.  (b) If, at the time the Award is made, you are a member of the Management  Committee or hold the title EVP or higher, this Award also is subject to compensation  recovery as provided herein.  Upon the occurrence of either an MC/EVP Clawback  Event or an MC/EVP Clawback Breach, the Board may, in its sole discretion, determine  to recover the MC/EVP Clawback Amount, in whole or in part.  Following such a  determination, you agree to immediately repay such compensation, in no event later  than sixty (60) days following such determination, in the form of any shares of Common  





 






      31    Stock delivered to you previously by the Company or cash (or a combination of such  shares and cash).    (c) For purposes of calculating the value of both the MC/EVP Clawback  Amount determined by the Board to be recovered and the amount of such compensation  repaid, shares of Common Stock will be valued in an amount equal to the market value  of the shares of Common Stock delivered to you under this Award by the Company as  determined at the time of such delivery.  (d) For purposes of this Section 8:  (i) “MC/EVP Clawback Event” means a determination by the Board,  in its sole discretion, within four (4) years after the date of grant of this  Award or within one (1) year of the vesting and payment date of this  Award (A) with respect to any event or series of related events, that you  engaged in fraud or willful misconduct, including in a supervisory  capacity, that resulted in financial or reputational harm that is material to  State Street and resulted in the termination of your employment by the  Company and its Subsidiaries (or, following a cessation of your  employment for any other reason, such circumstances constituting  grounds for termination are determined applicable) or (B) a material  financial restatement or miscalculation or inaccuracy in financial results,  performance metrics, or other criteria used in determining this Award by  State Street occurred.  For the avoidance of doubt and as applicable, an  MC/EVP Clawback Event includes any determination by the Board that is  based on circumstances prior to the date on which you cease to be  employed by the Company and its Subsidiaries for any reason, even if the  determination by the Board occurs after such cessation of employment.  (ii) “MC/EVP Clawback Breach” means a determination by the Board,  in its sole discretion, that you failed to comply with the terms of any  covenant not to compete entered into by you with the Company or any  Subsidiary, whether in the applicable Country Addendum attached to this  Award or in any other agreement.  (iii) “MC/EVP Clawback Amount” means  A. with respect to an MC/EVP Clawback Event described in  Section 8(d)(i)(A), the value of the shares of Common Stock (based upon the  market value of the respective Common Stock at delivery) that were delivered  to you under this Award by the Company prior to such MC/EVP Clawback  Event, or   B. with respect to an MC/EVP Clawback Event described in  Section 8(d)(i)(B), the value of the shares of Common Stock (based upon the  market value of the respective Common Stock at delivery) that were delivered  to you under this Award by the Company (x) prior to an associated date  designated by the Board and (y) that represents an amount that, in the sole  discretion of the Board, exceeds the amount you would have been awarded  under this Award had the financial statements or other applicable records of  State Street been accurate, or  





 






      32    C. with respect to an MC/EVP Clawback Breach described in  Section 8(d)(ii), the value of the Common Stock (based upon the market  value of the respective Common Stock at delivery), that were delivered to you  under this Award by the Company after the earlier to occur of the date your  employment terminated or the date your failure to comply with the applicable  covenant(s) not to compete commenced, as determined by the Board in its  sole discretion, and  D. in each case, reduced, by taking into account any portion of  this Award that was previously recovered by the Company under this Section  8 to avoid a greater than 100% recovery.   (e) In connection with any MC/EVP Clawback Event or MC/EVP Clawback  Breach, to the extent not prohibited by applicable law and subject to Section 15 (if  applicable), if you fail to comply with any requirement to repay compensation under  Section 8(b), the Board may determine, in its sole discretion, in addition to any other  remedies available to the Company, that you will satisfy your repayment obligation  through an offset to any future payments owed by the Company or any of its  Subsidiaries to you.  Further, you expressly and explicitly authorize the Company to  issue instructions, on your behalf, to any brokerage firm or third party administrator  engaged by the Company to hold your shares of Common Stock acquired pursuant to  awards granted under the Plan (or any other amounts acquired pursuant to the Plan) to  re-convey, transfer or otherwise return such shares of Common Stock and/or other  amounts to the Company.    (f) This Section 8 applies in addition to, and not to the exclusion of, any other  holding, forfeiture and/or clawback provisions contained in this Agreement.  9. Change in Control; Acceleration of Performance Award.  Subject to applicable law and regulation (including the rules and regulations of  any applicable regulatory authority), and the EMEA Risk Adjustment Percentage, if  applicable to you:  (a)  in the case of a Change in Control occurring  (i)  in [the first calendar year], the Total Vesting Percentage shall be  100%,  (ii)  in [the second calendar year], the Total Vesting Percentage shall  be based upon (A) the simple average of the actual return on equity  results for the [first] calendar year, adjusted in accordance with the Plan,  and [applicable %] for each of [the second and third calendar years], (B)  the simple average of pre-tax margin results for the [first] calendar year,  adjusted in accordance with the Plan, and [applicable %] for each of [the  second and third calendar years], and (C) the compound annual growth  rate for fee revenue determined by using actual annual growth for fee  revenue for the [first] calendar year, adjusted in accordance with the Plan,  and [applicable %] for each of [the second and third calendar years], but  with no adjustment to the Total Vesting Percentage for relative total  shareholder return,  





 






      33    (iii)  in [the third calendar year], the Total Vesting Percentage shall be  based upon (A) the simple average of the actual return on equity results,  adjusted in accordance with the Plan, for each of the [first and second]  calendar years and [applicable %] for [the third calendar year], (B) the  simple average of pre-tax margin results, adjusted in accordance with the  Plan, for each of the [first and second] calendar years and [applicable %]  for [the third calendar year], and (C) the compound annual growth rate for  fee revenue determined by using actual annual growth for fee revenue for  each of [the first and second calendar years], adjusted in accordance with  the Plan, and [applicable %] for [the third calendar year],  but with no  adjustment to the Total Vesting Percentage for relative total shareholder  return.    (b)  If, prior to the full settlement of your Award, your employment with the  Company and its Subsidiaries is terminated by the Company or the applicable  Subsidiary without Cause (as defined in the Plan) or by you for Good Reason (as  defined in the Plan) [or on account of your Retirement], in each case, during the one- year period following a Change in Control, you shall be entitled within 30 days of such  termination to receive a cash payment equal to the adjusted fair market value of a share  of the Common Stock (1) multiplied by the number of units referred to in your Statement  and (2) further multiplied by the Total Vesting Percentage (which shall be calculated in  accordance with clause (a) above in the case of a Change in Control occurring prior to  the end of the Performance Period), further adjusted by the EMEA Risk Adjustment  Percentage, if applicable to you; provided, to the extent an Award or any portion thereof  constitutes “nonqualified deferred compensation” within the meaning of Section 409A of  the U.S. Internal Revenue Code of 1986, as amended, (“Code”), that such Change in  Control constitutes a “change in control event” as that term is defined under Section  409A of the Code and Treasury Regulation 1.409A-3(i)(5).  For purposes of the  preceding sentence, “adjusted fair market value” shall mean the higher of the   (i)  the highest average of the reported daily high and low prices per  share of the Common Stock during the sixty (60)-day period prior to the  first date of actual knowledge by the Board of the circumstances that  resulted in a Change in Control, and   (ii)  if the Change in Control is the result of a transaction or series of  transactions described in paragraph 1 or 2 of the definition of Change in  Control in the Plan, the highest price per share of the Common Stock paid  in such transaction or series of transactions (which in the case of a  transaction described in paragraph 1 of such definition in the Plan shall  be the highest price per share of the Common Stock as reflected in a  Schedule 13D filed by the person having made the acquisition).  For  purposes of this Section 9, termination of employment shall mean a  “separation from service” as determined in accordance with Treasury  Regulation Section 1.409A-1(h).    10. Amendments to Restricted Stock Units.  Subject to the specific limitations set forth in the Plan, the Board may at any time  suspend or terminate any rights or obligations relating to this Award prior to the full  settlement of your Award without your consent.  11. Shareholder Rights.  





 






      34    You are not entitled to any rights as a shareholder with respect to any shares of  Common Stock subject to this Award until they are transferred to you.  Without limiting  the foregoing, prior to the issuance and transfer to you of shares of Common Stock  pursuant to this Agreement, you will have no right to receive dividends or amounts in lieu  of dividends with respect to the shares of Common Stock subject to this Award nor any  right to vote the shares of Common Stock prior to any shares being transferred to you.  12. Withholding of Tax-Related Items.  Regardless of any action your Employer takes with respect to any or all income tax  (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance,  payroll tax, fringe benefits tax, payment on account of other tax-related withholding  (“Tax-Related Items”), you acknowledge and agree that the ultimate liability for all Tax- Related Items legally due from you is and remains your responsibility.  Furthermore,  neither the Company nor any Subsidiary (a) makes any representations or undertakings  regarding the treatment of any Tax-Related Items in connection with any aspect of this  Award, including the grant of this Award, the vesting of this Award and the issuance of  shares of Common Stock in settlement of this Award, the subsequent sale of any shares  of Common Stock delivered upon settlement of this Award, the cancellation, forfeiture or  repayment of any shares of Common Stock (or cash in lieu thereof) or the receipt of any  dividends or dividend equivalents; or (b) commits to structure the terms of the grant,  vesting, settlement, cancellation, forfeiture, repayment or any other aspect of this Award  to reduce or eliminate your liability for Tax-Related Items.  Prior to the delivery of  shares of Common Stock upon the vesting of this Award, if any  taxing jurisdiction requires withholding of Tax-Related Items in connection with the  Award, the Company may withhold a sufficient number of whole shares of Common  Stock that have an aggregate fair market value sufficient to pay the Tax-Related Items  required to be withheld with respect to this Award.  The cash equivalent of the shares of  Common Stock withheld will be used to settle the obligation to withhold the Tax-Related  Items (determined in the Company’s and/or Employer’s reasonable discretion).  No  fractional shares of Common Stock will be withheld or issued pursuant to the issuance of  Common Stock hereunder.  Alternatively, the Company and/or your Employer may, in its  discretion, withhold any amount necessary to pay the Tax-Related Items from your  salary, wages or other amounts payable to you, with no withholding in shares of  Common Stock.  In the event the withholding requirements are not satisfied through the  withholding of shares or through your salary, wages or other amounts payable to you, no  shares of Common Stock will be issued upon vesting of this Award unless and until  satisfactory arrangements (as determined by the Company or your Employer) have been  made by you with respect to the payment of any Tax-Related Items which the Company  or your Employer determines, in its sole discretion, must be withheld or collected with  respect to such Award.  Depending on the withholding method, the Company and/or your Employer may withhold  for Tax-Related Items by considering any applicable statutory withholding amounts or  other applicable withholding rates, including maximum applicable rates.  If you are  subject to taxation in more than one jurisdiction, you hereby expressly acknowledge that  the Company, your Employer or another Subsidiary may be required to withhold and/or  account for Tax-Related Items in more than one jurisdiction.  





 






      35     By accepting this Award, you hereby expressly consent to the withholding of shares of  Common Stock and/or cash as provided for hereunder.  All other Tax-Related Items  related to this Award and any Common Stock delivered in payment thereof, including the  extent to which the Company or your Employer does not so-withhold shares of Common  Stock and/or cash, are your sole responsibility.    13. Changes in Capitalization or Corporate Structure.  This Award is subject to adjustment pursuant to Section 10(a) of the Plan in the  circumstances therein described.  14. Employee Rights.  Nothing in this Award shall be construed to guarantee you any right of employment with  the Company 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  and all Subsidiaries that may arise; if, notwithstanding the foregoing, any such claim is  found by a court of competent jurisdiction to have arisen, then, by accepting this  Agreement, you shall be deemed irrevocably to have waived your entitlement to pursue  such claim. In the event your employment ends and you are subsequently rehired by the  Company or any Subsidiary, no Award previously forfeited or recovered will be  reinstated.  15. Non - Transferability, Etc.  This Award shall not be transferable other than (1) by will or the laws of descent and  distribution or (2) pursuant to the terms of a court-approved domestic relations order,  official marital settlement agreement or other divorce or settlement instrument  satisfactory to State Street, in its sole discretion. In the case of transfer pursuant to (2)  above, this Award shall remain subject to all the terms and conditions contained in the  Plan and this Agreement, including vesting, forfeiture and clawback terms and  conditions.  Any attempt by you (or in the case of your death, by your Designated  Beneficiary) to assign or transfer this Award, either voluntarily or involuntarily, contrary to  the provisions hereof, shall be null, void and without effect and shall render this Award  itself null and void.  16. Compliance with Section 409A of the Code.    (a) The provisions of this Award are intended to be exempt from, or  compliant with, Section 409A of the Code, and shall be construed and interpreted  consistently therewith.  Notwithstanding the foregoing, neither the Company nor any  Subsidiary shall have any liability to you or to any other person if this Award is not so  exempt or compliant.  (b) If and to the extent   





 






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





 






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





 






      38    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) Insider Trading.  By participating in the Plan, you agree to comply with  the Company’s policy on insider trading (to the extent that it is applicable to you).  You  further acknowledge that, depending on your country of residence (and country of  employment, if different) or your broker’s country of residence or where the shares of  Common Stock are listed, you may be subject to insider trading restrictions and/or  market abuse laws which may affect your ability to accept, acquire, sell or otherwise  dispose of the shares of Common Stock, rights to shares of Common Stock (e.g., this  Award) or rights linked to the value of shares of Common Stock, during such times you  are considered to have “inside information” regarding the Company (as defined by the  laws or regulations in your country of residence (and country of employment, if different).  Local insider trading laws and regulations may prohibit the cancellation, forfeiture or  amendment of orders you place before you possess inside information.  Furthermore,  you are prohibited from (i) disclosing the inside information to any third party (other than  on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to  buy or sell securities.  You understand that third parties include fellow employees.  Any  restriction under these laws or regulations is separate from and in addition to any  restrictions that may be imposed under any applicable Company insider trading policy.   You hereby expressly acknowledge that it is your responsibility to be informed of and  compliant with such regulations, and should consult with your personal advisor for  additional information.  (k) Exchange Rates.  Neither the Company or any Subsidiary shall be liable  for any foreign exchange rate fluctuation, where applicable, between your local currency  and the United States dollar that may affect the value of an Award or of any amounts  due to you pursuant to the settlement of this Award or the subsequent sale of any shares  of Common Stock acquired under the Plan.  (l) Applicable Law.  This Agreement shall be subject to and governed by  the laws of the Commonwealth of Massachusetts, United States of America without  regard to that Commonwealth’s conflicts of law principles.  18. Application of Local Law and Countries Addendum.    (a) Notwithstanding Section 17(l), this Award shall be subject to all applicable  laws, rules and regulations of your country of residence (and country of employment, if  different) and any special terms and conditions for your country of residence (and  country of employment, if different), including as set forth in the addendum that follows  this Agreement (“Countries Addendum”), but limited to the extent required by local law.   The Company reserves the right, in its sole discretion, to add to or amend the terms and  conditions set out in the Countries Addendum as necessary or advisable in order to  comply with applicable laws, rules and regulations or to facilitate the operation and  





 






      39    administration of this Award and the Plan, including (but not limited to) circumstances  where you transfer residence and/or employment to another country.  (b) As a condition to this Award, you agree to repatriate all payments  attributable to the Common Stock acquired under the Plan in accordance with local  foreign exchange rules and regulations in your country of residence (and country of  employment, if different).  In addition, you also agree to take any and all actions, and  consent to any and all actions taken by the Company and its Subsidiaries, as may be  required to allow the Company and its Subsidiaries to comply with local laws, rules and  regulations in your country of residence (and country of employment, if different).   Finally, you agree to take any and all actions as may be required to comply with your  personal legal, tax and other obligations under local laws, rules and regulations in your  country of residence (and country of employment, if different).    19. 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 shares of Common Stock or  directorships held in the Company, and details of all Awards or any other incentive  compensation awards granted, canceled, forfeited, exercised, vested, or outstanding in  your favor, which the Company receives from you or your Employer. In granting Awards  under the Plan, the Company will collect your personal data for purposes of allocating  Awards and implementing, administering and managing the Plan.  The Company’s  collection, processing and use of your personal data is necessary for the performance of  the Company’s contractual obligations under the Plan and pursuant to the Company’s  legitimate interest of managing and generally administering employee incentive  compensation awards. Your refusal to provide personal data would make it impossible  for the Company to perform its contractual obligations and may affect your ability to  participate in the Plan. As such, by participating in the Plan, you voluntarily acknowledge  the collection, processing and use of your personal data as described herein.    (b) Equity Administrator. The Company transfers your personal data to the  Equity Administrator, which assists the Company with the implementation, administration  and management of the Plan.  In the future, the Company may select a different Equity  Administrator and share your personal data with another company that serves in a  similar manner.  The Equity Administrator will open an account for you to track your  Award and to ultimately receive and trade shares of Common Stock acquired under the  Plan. You will be asked to agree on separate terms and acknowledge data processing  practices with the Equity Administrator, which is a condition to your ability to participate  in the Plan.  





 






      40    (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.  *          *          *          *          * 





 






      41    Exhibit I  [    ] Performance-Based Restricted Stock Unit Awards     1) Performance Period: The three (3) calendar years commencing January 1, [    ]  and ending on December 31, [    ].    2) The number of Restricted Stock Units eligible to vest is based (A) 1/3rd on the  three-year simple average of the return on equity (“Average ROE”), (B) 1/3rd on  the three-year simple average of pre-tax margin (“Average Margin”), and (C)  1/3rd on the compound annual growth rate for fee revenue (“Fee Revenue  Growth”), the total of (A) plus (B) plus (C) then adjusted based on the three-year  cumulative relative total shareholder return (“Relative Total Shareholder Return  Modifier”).  Each of (A), (B) and (C) are determined under Generally Accepted  Accounting Principles for each calendar year [               ] for the period from  January 1, [    ] to December 31, [    ] (the “Performance Period”), adjusted to  reflect events or items identified by the Board (“Calculation Adjustments”) such  as (i) any formally adopted change in, or elimination or addition of, an accounting  standard or principle, or any change in the interpretation thereof, whether  identified as a change, error, correction or otherwise denominated, by the  Financial Accounting Standards Board, the Securities Exchange Commission or  its staff, the Public Company Accounting Oversight Board, or any other  competent accounting or regulatory body, as determined by the Board based on  objective information; (ii) any non-discretionary change in tax or bank regulatory  laws, rules, final regulations or other binding interpretations or guidance issued  by a competent regulatory body; (iii) any acquisition, disposition, joint venture or  restructuring by the Company of a business or portion thereof, however  structured in any year during the Performance Period; (iv) any merger and  integration expenses in any year during the Performance Period; (v) any  restructuring expenses (e.g., cost of workforce reductions, facilities or lease  abandonments, asset impairments) in any year during the Performance Period;  (vi) any impact (dilution and associated initial and ongoing expenses) of share  buybacks (or cancellations of share buybacks) or securities issuances (debt or  equity) to finance, or in contemplation of, acquisitions or ventures in any year  during the Performance Period; and (vii) any settlement, charge or other payment  made with respect to any litigation or regulatory matter arising from events that  occurred prior to the Performance Period; provided, however, that for the  avoidance of doubt, the Board retains the discretionary right to disregard any  Calculation Adjustment that would result in an increase to Average ROE,  Average Margin or to Fee Revenue Growth and to reduce any Award for the  Performance Period for other material events or items that affect performance.    3) The Total Vesting Percentage will be determined by reference to the percentages  listed in Tables 1, 2, 3 and 4 below opposite Average ROE, Average Margin, Fee  Revenue Growth and Relative Total Shareholder Return Percentage Rank.  The  Average ROE Vesting Percentage, Average Margin Vesting Percentage and Fee  Revenue Growth Vesting Percentage will be determined under Tables 1, 2 and 3,  respectively, using linear interpolation to adjust between percentage points and  rounding up to the nearest one-tenth of one percent, as determined by the Board  in its sole discretion. The Total Vesting Percentage will be equal to Average ROE  





 






      42    Vesting Percentage, plus Average Margin Vesting Percentage plus Fee Revenue  Growth Vesting Percentage, adjusted by adding or subtracting the applicable  Relative Total Shareholder Return Modifier Percentage, but shall not exceed  [applicable percentage] or be less than [applicable percentage].      4) The Relative Total Shareholder Return Modifier will be determined by comparing  the change, expressed as a percentage with one decimal point, in the value of  Common Stock due to stock appreciation and dividends during the Performance  Period (assuming dividends are reinvested as of the ex-dividend date during the  Performance Period), to the total shareholder return results of the companies in  the comparative group during the Performance Period, which will then be used to  determine the applicable percentile ranking and corresponding modifier  percentage under Table 4. State Street will be included in the comparative group  when determining the percentile ranking.  The change in the value of Common  Stock will based upon the average closing price of Common Stock on the New  York Stock Exchange for the 20 trading days immediately preceding the  beginning of the Performance Period, and the 20 trading days immediately  preceding the end of the Performance Period adjusted to account for the  reinvestment of dividends paid during the Performance Period, as noted above.   The comparative group will be comprised of all companies that are part of the  Capital Markets and Banks Subsets of the S&P 500 Financial Index for the full  Performance Period.  With respect to the computation of the value of Common  Stock during the Performance Period, the Board retains the discretionary right to  make equitable and proportionate adjustments to mitigate the impacts of any  stock split, stock dividend or reverse stock split occurring during the Performance  Period.        5) EMEA Risk Adjustment Percentage:  if you were employed in EMEA during all or  a portion of the [    ] calendar year performance period that resulted in the Award  grant, the number of Restricted Stock Units eligible to vest will be further  adjusted by the EMEA Risk Adjustment Percentage.  The EMEA Risk Adjustment  Percentage will be determined in accordance with the EMEA Risk Adjustment  Guidelines in effect from time to time (which Guidelines can be found on the  Website).  In no event shall application of the EMEA Risk Adjustment Percentage  result a number of Restricted Stock Units eligible to vest exceeding [applicable  percentage] of the Award.      Table 1: Average ROE Vesting Percentage    Three-year   [            ]   Average ROE   Average ROE  Vesting   Percentage  [applicable %] [applicable %]  [applicable %] [applicable %]  [applicable %] [applicable %]  





 






      43    [applicable %] [applicable %]  [applicable %] [applicable %]  [applicable %] [applicable %]    Table 2: Average Margin Vesting Percentage    Three-year  Average  Margin  Vesting  Percentage  [              ]   Average Margin   [applicable %] [applicable %]  [applicable %] [applicable %]  [applicable %] [applicable %]  [applicable %] [applicable %]  [applicable %] [applicable %]    Table 3: Fee Revenue Growth Vesting Percentage    Three-year  Fee Revenue  Growth  Vesting  Percentage  [              ]  Fee Revenue  Growth   [applicable %] [applicable %]  [applicable %] [applicable %]  [applicable %] [applicable %]  [applicable %] [applicable %]    Table 4: Relative Total Shareholder Return Modifier Percentage    Three-year   [              ]   Relative Total  Shareholder Return  Percentage Rank   Relative Total  Shareholder  Return Modifier  Percentage  [applicable %] [applicable %]  [applicable %] [applicable %]  [applicable %] [applicable %]  





 






      44    [applicable %] [applicable %]  [applicable %] [applicable %]              APPENDIX A  COUNTRIES ADDENDUM   TO [    ] RESTRICTED STOCK UNIT AWARD AGREEMENT    STATE STREET CORPORATION  2017 STOCK 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 or the Common Stock.      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  





 






      45    N. Italy  O. Japan  P. Jersey  Q. Luxembourg  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.   





 






      46    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.  (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.  





 






      47    § 101), and such copyrights are therefore owned, upon creation, exclusively by State  Street. To the extent the foregoing does not apply and to the extent permitted by law,  you hereby assign and agree to assign, for no additional consideration, all of your rights,  title and interest in any Work Product and any intellectual property rights therein to State  Street.  You hereby waive in favor of State Street any and all artist’s or moral rights  (including without limitation, all rights of integrity and attribution) you may have pursuant  to any state, federal or foreign laws, rules or regulations in respect of any Work Product  and all similar rights thereto.  You will not pursue any ownership or other interest in such  Work Product, including, without limitation, any intellectual property rights.   (b) You will disclose promptly and in writing to the Company or your  Employer all Work Product, whether or not patentable or copyrightable.  You agree to  reasonably cooperate with State Street:   (i) to transfer to State Street the Work Product and any intellectual  property rights therein;   (ii) to obtain or perfect such right;   (iii) to execute all papers, at State Street’s expense, that State Street  shall deem necessary to apply for and obtain domestic and foreign patents,  copyright and other registrations; and   (iv) to protect and enforce State Street’s interest in them.    (c) These obligations shall continue beyond the period of your employment  with respect to inventions or creations conceived or made by you during the period of  your employment.  3. Non-Solicitation.   (a) This Paragraph 3 shall apply to you at any time that you hold the title of  Vice President or higher.  (b) You agree that, during your employment and for a period of eighteen (18)  months from the date your employment terminates for any reason you will not, without  the prior written consent of the Company or your Employer:   (i) solicit, directly or indirectly (other than through a general  solicitation of employment not specifically directed to employees of the Company  or any of its Subsidiaries), the employment of, hire or employ, recruit, or in any  way assist another in soliciting or recruiting the employment of, or otherwise  induce the termination of the employment of, any person who then or within the  preceding twelve (12) months was an officer of the Company or any of its  Subsidiaries (excluding any such officer whose employment was involuntarily  terminated); or   (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.  





 






      48    (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 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.    





 






      49    (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.  (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:  





 






      50         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 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  





 






      51    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 C.  You can find your Job Family in the  State Street human resources information system (in MyWorkday, navigate to View  Profile by clicking the cloud icon in the upper right corner of your screen, click View  Profile, and then select the Job tab).  6. Definitions – Countries Addendum.  For the purpose of this Countries  Addendum, the following terms are defined as follows:    (a) “Client” means a prospective, present or former customer or client of the  Company or any of its Subsidiaries with whom you have had, or with whom persons you  have supervised have had, substantive and recurring personal contact during your  employment with the Company or any of its Subsidiaries.  A former customer or client  means a customer or client for which the Company or any of its Subsidiaries stopped  providing all services within twelve (12) months prior to the date your employment with  your Employer ends.    (b) “Confidential Information” includes but is not limited to all trade secrets,  trade knowledge, systems, software, code, data documentation, files, formulas,  processes, programs, training aids, printed materials, methods, books, records, client  files, policies and procedures, client and prospect lists, employee data and other  information relating to the operations of the Company or any of its Subsidiaries and to its  or any of their customers, and any and all discoveries, inventions or improvements  thereof made or conceived by you or others for the Company or any of its Subsidiaries  whether or not patented or copyrighted, as well as cash and securities account  transactions and position records of clients, regardless of whether such information is  stamped “confidential.”   (c)  “Person” means an individual, a corporation, a limited liability company,  an association, a partnership, an estate, a trust and any other entity or organization,  other than 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  





 






      52    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 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.  





 






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





 






      54    (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.  Offer Document.  The terms of your Award incorporate the rules of the Plan, the  Agreement, this Countries Addendum and the provisions of the Offer Document found in  Appendix B.  The Offer Document is hereby incorporated into, and forms an integral and  material part of, the Agreement and this Countries Addendum.  By accepting your  Award, you will be bound by the rules of the Plan, the Agreement, this Countries  Addendum and the attached Offer Document.     4. Confidentiality.    





 






      55    (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.  (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.       5. Assignment and Disclosure.    





 






      56    (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 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  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 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  





 






      57    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 6:  (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 18 months from the termination date of your  employment, or if such period is held unenforceable by a court of  competent jurisdiction, then   (2) a period of 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 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 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 6 shall be inapplicable following a Change  in Control.  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 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  





 






      58    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 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 7, your Employer, the Company or any  of its Subsidiaries shall be entitled to seek injunctive relief restricting you from  employment for a period equal to the period for which notice of resignation was  required but not provided, and for the period of restriction under Paragraph 7(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 7 shall not apply in the event you  





 






      59    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 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  a) 12 months  from the  termination  date of your  employment,  or if such  period is held       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  





 






      60    employment 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 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   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 3 months  





 






      61    the Specified Job Families  (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 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.  (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 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.  





 






      62    (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 7(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.  (viii)   “Solicitation of Business” means the attempt through direct or  indirect contact by you or by any other Person with your  assistance to induce a Client to:    i. transfer the Client’s business from the Company or any of its  Subsidiaries to any other Person;   ii. cease or curtail the Client’s business with the Company or any of  its Subsidiaries; or   iii. divert a business opportunity from the Company or any of its  Subsidiaries to any other Person.    (ix) “Specified Job Families” are those job families which State Street  has identified as having access to confidential and proprietary  information, trade secrets, or good will that require protection  following termination of employment for any reason. Specified Job  Families are listed in Appendix C.  You can find your Job Family in  the State Street human resources information system (in  MyWorkday, navigate to View Profile by clicking the cloud icon in  the upper right corner of your screen, click View Profile, and then  select the Job tab).    8. 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.  





 






      63    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 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.   10. 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.  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 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.  13. 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.  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  Addendum, and it shall be deemed to have been accepted by the Company.  15. Notification Requirement. During the period of restriction under Paragraph 6(b)  –(c) above and for a further 45 days after that period of restriction has expired, you shall  give notice to the Company of each new business activity you plan to undertake, at least  





 






      64    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.  16. 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  ______________________________________________________________________    1. Compliance with Law.  By accepting the Award, you expressly  acknowledge and agree to comply with applicable Brazilian laws and to pay any and all  applicable taxes associated with the vesting of the Award, the receipt of any dividends,  and the sale of shares of Common Stock acquired under the Plan.  





 






      65      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 in the Deferred Shares, if any, 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 Section 9 is deemed to be inclusive of  any enti t lements that arise during the applicable statutory notice period.      2. Settlement in Shares of Common Stock.  Notwithstanding anything to the  contrary in the Agreement, this Countries Addendum or the Plan, your Award may, in the  sole discretion of the Company, be settled entirely in shares of Common Stock, entirely  in cash, or any combination of shares of Common Stock and cash at the discretion of the  Administrator.  





 






      66      3. Use of English Language.  The following provision will apply if you are a  resident of Quebec:    You acknowledge and agree that it is your express wish that the Agreement, as  well as all documents, notices and legal proceedings entered into, given or  instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in  English.     In French:    Vous reconnaissez et consentez 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  ______________________________________________________________________    1. Award Conditioned on Satisfaction of Regulatory Obligations.  If you  are a national of the Peoples’ Republic of China (“PRC”), this Award is conditioned upon  the Company securing all necessary approvals from the PRC State Administration of  Foreign Exchange (“SAFE”) to permit the operation of the Plan and the participation of  PRC nationals employed by the Company or a Subsidiary, as determined by the  Company in its sole discretion.  2. Common Stock Must Remain With Equity Administrator.  You agree  to hold the shares of Common Stock received upon settlement of this Award with the  Equity Administrator until the shares are sold.  3. Exchange Control Restrictions.  You understand and agree that, if you  are subject to exchange control laws in China, you will be required immediately to  repatriate to China the proceeds from the sale of any shares of Common Stock acquired  under the Plan.  You further understand that such repatriation of proceeds shall be  effected through a special bank account established by the Company, and you hereby  consent and agree that proceeds from the sale of shares of Common Stock acquired  under the Plan may be transferred to such account by the Company on your behalf prior  to being delivered to you and that no interest shall be paid with respect to funds held in  





 






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





 






      68        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.      *     *    *     *    *   *   *      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.  Settlement in Shares of Common Stock.  Notwithstanding Section 2(b) of the  Agreement, this Award shall be paid in shares of Common Stock only and does not  provide any right for you to receive a cash payment.  





 






      69    4. Award Benefits Are Not Wages.  This Award and the shares of Common Stock  underlying this Award do not form part of your wages for purposes of calculating any  statutory or contractual payments under Hong Kong Law.    5. Confidentiality.    (a) You acknowledge that you have access to Confidential Information which  is not generally known or made available to the general public and that such Confidential  Information is the property of the Company, its Subsidiaries or its or their licensors,  suppliers or customers.  Subject to Paragraph 17, below, you agree specifically as  follows, in each case whether during your employment or following the termination  thereof:   (i) You will always preserve as confidential all Confidential  Information, and will never use it for your own benefit or for the benefit  of others; this includes that you will not use the knowledge of activities  or positions in clients’ securities portfolio accounts or cash accounts  for your own personal gain or for the gain of others.  (ii) You will not disclose, divulge, or communicate Confidential  Information to any unauthorized person, business or corporation  during or after the termination of your employment with the Company  and its Subsidiaries.  You will use your best efforts and exercise due  diligence to protect, to not disclose and to keep as confidential all  Confidential Information.  (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.  





 






      70    6. Assignment and Disclosure.    (a) You acknowledge that, by reason of being employed by your Employer, to  the extent permitted by law, all works, deliverables, products, methodologies and other  work product conceived, created and/or reduced to practice by you, individually or jointly  with others, during the period of your employment by your Employer and relating to the  Company or any of its Subsidiaries or demonstrably anticipated business, products,  activities, research or development of the Company or any of its Subsidiaries or resulting  from any work performed by you for the Company or any of its Subsidiaries, including,  without limitation, any track record with which you may be associated as an investment  manager or fund manager (collectively, “Work Product”), that consists of copyrightable  subject matter is "work made for hire" as defined in the Copyright Act of 1976 (17 U.S.C.  § 101), and such copyrights are therefore owned, upon creation, exclusively by State  Street. To the extent the foregoing does not apply and to the extent permitted by law,  you hereby assign and agree to assign, for no additional consideration, all of your rights,  title and interest in any Work Product and any intellectual property rights therein to State  Street.  You hereby waive in favor of State Street any and all artist’s or moral rights  (including without limitation, all rights of integrity and attribution) you may have pursuant  to any state, federal or foreign laws, rules or regulations in respect of any Work Product  and all similar rights thereto.  You will not pursue any ownership or other interest in such  Work Product, including, without limitation, any intellectual property rights.   (b) You will disclose promptly and in writing to the Company or your  Employer all Work Product, whether or not patentable or copyrightable.  You agree to  reasonably cooperate with State Street:   (i) to transfer to State Street the Work Product and any  intellectual property rights therein;   (ii) to obtain or perfect such right;   (iii) to execute all papers, at State Street’s expense, that State  Street shall deem necessary to apply for and obtain domestic and  foreign patents, copyright and other registrations; and   (iv) to protect and enforce State Street’s interest in them.    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.    7. Non-Solicitation.    (a) This Paragraph 7 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  





 






      71    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.  8. 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  





 






      72    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 8 by giving immediate effect to your resignation and making a  payment in lieu of any notice due; provided that such action shall not affect your  other obligation under this Countries Addendum.    (b) Non-Competition.  (i) This 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 8(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:  





 






      73    (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.  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  





 






      74        You were a Vice President working in one of  the Specified Job Families 3 months    (iv)  The period referred to in Paragraph 8(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 8(a)(ii)  above.  (v) Nothing in this Paragraph 8 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).  (vii) “Restricted Territory” means any area or territory:  (1) in which you worked during the Relevant Period; and/or  





 






      75    (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 C.  You can find  your Job Family in the State Street human resources information system (in  MyWorkday, navigate to View Profile by clicking the cloud icon in the upper right  corner of your screen, click View Profile, and then select the Job tab).  9. 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    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 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.    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.  





 






      76      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 5, 6, 7 and 8 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 your Employer  and the Company.    16. Notification Requirement.  Until 45 days after the period of restriction  under Paragraph 8(b) expires, you shall give notice to your Employer of each new  business activity you plan to undertake, at least 5 business days prior to beginning any  such activity.  Such notice shall state the name and address of the Person for whom  such activity is undertaken and the nature of your business relationship(s) and  position(s) with such Person.  You shall provide your Employer with such other pertinent  information concerning such business activity as your Employer or the Company may  reasonably request in order to determine your continued compliance with your  obligations under this Countries Addendum.    17. 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  





 






      77    to notify your Employer or the Company that you have made any such report or  disclosure.  However, in connection with any such activity, you acknowledge you must  take reasonable precautions to ensure that any confidential information that is disclosed  to such authority is not made generally available to the public, including by informing  such authority of the confidentiality of the same.    (b)   Despite the foregoing, you also acknowledge that you are not permitted  to disclose to any third-party, including any governmental or regulatory authority, any  information learned in the course of your employment that is protected from disclosure  by any applicable privilege, including but not limited to the attorney-client privilege,  attorney work product doctrine, the bank examiner’s privilege, and/or privileges  applicable to information covered by the Bank Secrecy Act (31 U.S.C. §§ 5311-5330),  including information that would reveal the existence or contemplated filing of a  suspicious activity report.  Your Employer, the Company and its Subsidiaries do not  waive any applicable privileges or the right to continue to protect its and their privileged  attorney-client information, attorney work product, and other privileged information.     *     *    *     *    *   *   *    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. Repatriation.  You expressly agree to repatriate all sale proceeds and dividends  attributable to shares of Common Stock acquired under the Plan in accordance with  local foreign exchange control rules and regulations. Neither the Company nor any of its  Subsidiaries shall be liable for any fines and penalties resulting from your failure to  comply with applicable laws, rules or regulations.    2. Covenants.   In consideration of your receipt of this Award, you expressly agree  to comply with the terms and conditions below without regard to whether or not any  amount has been forfeited, paid, delivered or repaid, under this Award at any time,  including the time you separate from service with the Company and its Subsidiaries.   Failure to comply with the terms and conditions of this Countries Addendum may result  in the sole determination of the Company in the forfeiture of any or all of the amounts  remaining to be paid under this Award.  In addition, your eligibility to participate in the Plan in the future, including any potential  future grants of awards under the Plan (or any successor incentive plan of the  





 






      78    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 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.  3. Confidentiality.    (a) You acknowledge that you have access to Confidential Information which  is not generally known or made available to the general public and that such Confidential  Information is the property of the Company, its Subsidiaries or its or their licensors,  suppliers or customers.  Subject to Paragraph 18 below, you agree specifically as  follows, in each case whether during your employment or following the termination  thereof:   (i) You will always preserve as confidential all Confidential  Information, and will never use it for your own benefit or for the benefit of others;  this includes that you will not use the knowledge of activities or positions in  clients’ securities portfolio accounts or cash accounts for your own personal gain  or for the gain of others.  (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  





 






      79    information, or is rightfully received by you from a third party without obligation of  confidence and other than in relation to your employment with the Company or any of its  Subsidiaries.  (c) State Street recognizes that certain disclosures of confidential information  to appropriate government authorities or other designated persons are protected by  “whistleblower” and other laws.  Nothing in this Countries Addendum is intended to or  should be understood or construed to prohibit or otherwise discourage such disclosures.   State Street will not tolerate any discipline or other retaliation against employees who  properly make such legally-protected disclosures.  4. Assignment and Disclosure.    (a) You acknowledge that, by reason of being employed by your Employer, to  the extent permitted by law, all works, deliverables, products, methodologies and other  work product conceived, created and/or reduced to practice by you, individually or jointly  with others, during the period of your employment by your Employer and relating to the  Company or any of its Subsidiaries or demonstrably anticipated business, products,  activities, research or development of the Company or any of its Subsidiaries or resulting  from any work performed by you for the Company or any of its Subsidiaries, including,  without limitation, any track record with which you may be associated as an investment  manager or fund manager (collectively, “Work Product”), that consists of copyrightable  subject matter is "work made for hire" as defined in the Copyright Act of 1976 (17 U.S.C.  § 101), and such copyrights are therefore owned, upon creation, exclusively by State  Street. To the extent the foregoing does not apply and to the extent permitted by law,  you hereby assign and agree to assign, for no additional consideration, all of your rights,  title and interest in any Work Product and any intellectual property rights therein to State  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  





 






      80    (including without limitation, all rights of integrity and attribution) you may have pursuant  to any state, national or foreign laws, rules or regulations in respect of any Intellectual  Property and all similar rights thereto.  You will not pursue any ownership or other  interest in such Intellectual Property.   (d) You will disclose promptly and in writing to the Company or your  Employer all Intellectual Property, whether or not patentable or copyrightable.  You  agree to reasonably cooperate with State Street:   (i) to transfer to the Employer any rights in Intellectual Property;   (ii) to obtain or perfect such rights;   (iii) to execute all papers, at the Employer’s expense, that the  Company shall deem necessary to apply for and obtain domestic and foreign  patents, copyright and other registrations; and   (iv) to protect and enforce the Employer’s interest in them.     (e) These obligations shall continue beyond the period of your employment  with respect to inventions or creations conceived or made by you during the period of  your Employment.    5. Non-Solicitation.   (a) This Paragraph 5 shall apply to you at any time that you hold the title of  Vice President or higher.  (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 5, “officer” shall include any person  holding a position title of Assistant Vice President or higher.  Notwithstanding the  foregoing, this Paragraph 5 shall be inapplicable following a Change in Control.    





 






      81    6. Notice Period Upon Resignation.    (a) This Paragraph 6 shall apply to you at any time that you hold the title of  Vice President or higher.  If you are subject to an employment agreement that requires a  longer notice period, that employment agreement shall govern.  (b) In order to permit the Company and its Subsidiaries to safeguard their  business interests and goodwill in the event of your resignation from employment for any  reason, you agree to give your Employer advance notice of your resignation.  The  duration of the advance notice you provide (the “Notice Period”) will be determined at the  time you deliver such notice, as follows:  (i) if you are a member of the Management Committee, you will give  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 would have to be accepted by the Employer to become  effective. Once accepted, the resignation cannot be withdrawn by you without the  express consent of the Employer.  (d) During the Notice Period, you will cooperate with your Employer, as well  as the Company and its Subsidiaries, and provide them with any requested information  to assist with transitioning your duties, accomplishing its or their business, and/or  preserving its or their client relationships.    (e) In its sole discretion, during the Notice Period, your Employer or the  Company may place you on a partial or complete leave of absence and relieve you of  some or all of your duties and responsibilities.  Except as provided otherwise in (f)  below, at all times during the Notice Period you shall continue to be an employee of your  Employer, shall continue to receive your regular salary and benefits (although you may  not be eligible for any new incentive compensation awards or, subject to applicable law,  to accrue any paid vacation time), and shall continue to comply with the applicable  policies of your Employer, the Company and its Subsidiaries.    (f) You agree that should you fail to provide advance notice of your  resignation as required in this Paragraph 6, your Employer, the Company or any of its  Subsidiaries shall be entitled to seek injunctive relief restricting you from employment for  a period equal to the period for which notice of resignation was required but not  provided, and for the period of restriction under Paragraph 7, if applicable, in addition to  any other remedies available under law.   (g) If you have sixty (60) or fewer days’ notice remaining in your required  Notice Period under this Paragraph 6, your Employer, or the Company, or any of its  Subsidiaries may, at any time during the remainder of your Notice Period, release you  from your obligations under this Paragraph 6 and give immediate effect to your  





 






      82    resignation; provided that such action shall not affect your other obligations under this  Countries Addendum.    (h) Notwithstanding the foregoing, if you hold the title of Executive Vice  President or higher this Paragraph 6 shall not apply in the event you terminate your  employment for Good Reason on or prior to the first anniversary of a Change in Control  (each as defined in the Plan).  7. Non-Competition.  (a) This Paragraph 7 shall apply to you at all times during your employment   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 7(c) below (the entire period, including both during  employment and after employment, if any, the “Non-Compete Period”), you will not,  anywhere in the Restricted Area, for yourself or any other person or entity, directly or  indirectly, in any Restricted Capacity, engage in, provide services to, consult for, or be  employed by a business that provides products or services competitive with any  products or services of your Employer, the Company or any of its Subsidiaries with  respect to which you were involved at any time during your employment or, with respect  to the portion of the Non-Compete Period that follows termination of your employment,  within the two years preceding the date of the termination of your employment.  (c) Unless one of the exceptions in Paragraph 7(d) applies to you, the Non- Compete Period will continue after the termination of your employment for any reason  under the following circumstances:  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  Then the Non- Compete Period  will continue for:  





 






      83    termination of your employment:       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 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 C.  You can find your Job Family in the  





 






      84    State Street human resources information system (in MyWorkday, navigate to View  Profile by clicking the cloud icon in the upper right corner of your screen, click View  Profile, and then select the Job tab).  8. Definitions – Countries Addendum.  For the purpose of this Countries  Addendum, the following terms are defined as follows:    (a) “Client” means a prospective, present or former customer or client of the  Company or any of its Subsidiaries with whom you have had, or with whom persons you  have supervised have had, substantive and recurring personal contact during your  employment with 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.    9. 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.  10. Non-Disparagement.  You agree that during your employment and following  the termination thereof you shall not make any false, disparaging, or derogatory  





 






      85    statements to any media outlet (including Internet-based chat rooms, message boards,  any and all social media, and/or web pages), industry groups, financial institutions, or to  any current, former or prospective employees, consultants, clients, or customers of the  Company or its Subsidiaries regarding the Company, its Subsidiaries or any of their  respective directors, officers, employees, agents, or representatives, or about the  business affairs or financial condition of the Company or any of its Subsidiaries.  11. Enforcement.  You acknowledge and agree that the promises contained in this  Countries Addendum are necessary to the protection of the legitimate business interests  of your Employer, the Company and its Subsidiaries, including without limitation its and  their Confidential Information, trade secrets and goodwill, and are material and integral  to the undertakings of the Company under this Award to which this Countries Addendum  is appended.  You further agree that one or more of your Employer, the Company and its  Subsidiaries will be irreparably harmed in the event you do not perform such promises in  accordance with their specific terms or otherwise breach the promises made herein.   Accordingly, your Employer, the Company and any of its Subsidiaries shall each be  entitled to permanent injunctive or other equitable relief or remedy without the need to  post bond, and to recover its or their reasonable attorney’s fees and costs incurred in  securing such relief, in addition to, and not in lieu of, any other relief or remedy at law to  which it or they may be entitled.  You further agree that, the periods of restriction  contained in this Countries Addendum shall be tolled, and shall not run, during any  period in which you are in violation of the terms of this Countries Addendum, so that your  Employer, the Company and its Subsidiaries shall have the full protection of the periods  agreed to herein.  Should the Company determine that any portion of the Deferred  Shares granted to you in connection with this Award are to be forfeited on account of  your breach of the provisions of this Countries Addendum any unvested portion of your  Award will cease to vest upon such determination.  12. No Waiver.  No delay by your Employer, the Company or any of its  Subsidiaries in exercising any right under this Countries Addendum shall operate as a  waiver of that right or of any other right.  Any waiver or consent as to any of the  provisions herein provided by your Employer, the Company or any of its Subsidiaries  must be in writing, is effective only in that instance, and may not be construed as a  broader waiver of rights or as a bar to enforcement of the provision(s) at issue on any  other occasion.  13. Relationship to Other Agreements.  This Addendum supplements and does  not limit, amend or replace any other obligations you may have under applicable law or  any other agreement or understanding you may have with your Employer, the Company  or any of its Subsidiaries or pursuant to the applicable policies of any of them, whether  such additional obligations have been agreed to in the past, or are agreed to in the  future.  14. Interpretation of Business Protections.  The agreements made by you in  Paragraphs, 3, 4, 5, 6 and 7 above shall be construed and interpreted in any judicial or  other adjudicatory proceeding to permit their enforcement to the maximum extent  permitted by law, and each of the provisions to this Countries Addendum is severable  and independently enforceable without reference to the enforcement of any other  provision.  If any restriction set forth in this Countries Addendum is found by any court of  competent jurisdiction to be unenforceable because it extends for too long a period of  





 






      86    time or over too great a range of activities or in too broad a geographic area, it shall be  interpreted to extend only over the maximum period of time, range of activities or  geographic area as to which it may be enforceable.  15. Assignment.  Except as provided otherwise herein, this Countries Addendum  shall be binding upon and inure to the benefit of both parties and their respective  successors and assigns, including any person or entity which acquires the Company or  its assets or business; provided, however, that your obligations are personal and may  not be assigned by you.   16. Electronic Acceptance.  By accepting this Award electronically, you will be  deemed to have acknowledged and agreed that you are bound by the terms of this  Countries Addendum, and it shall be deemed to have been accepted by the Company.   You agree that this electronic acceptance by both you and the Company shall be  deemed equivalent to the Award having been signed by both parties.  17. Notification Requirement.  Until forty-five (45) days after the period of  restriction under Paragraph 7 expires, you shall give notice to the Company of each new  business activity you plan to undertake, at least five (5) business days prior to beginning  any such activity.  Such notice shall state the name and address of the Person for whom  such activity is undertaken and the nature of your business relationship(s) and  position(s) with such Person.  You shall provide the Company with such other pertinent  information concerning such business activity as the Company may reasonably request  in order to determine your continued compliance with your obligations under this  Countries Addendum.   18. Certain Limitations.  (a) Nothing in this Countries Addendum prohibits you from reporting possible  violations of central law or regulation to any governmental agency or regulatory authority  or from making other disclosures to the extent such disclosure is  protected under any  whistleblower provisions of any applicable law or regulation.  Moreover, nothing in this  Countries Addendum requires you to notify the Company that you have made any such  report or disclosure.  However, in connection with any such activity, you acknowledge  you must take reasonable precautions to ensure that any Confidential Information that is  disclosed to such authority is not made generally available to the public, including by  informing such authority of the confidentiality of the same.  (b) To the extent permitted by applicable law you shall not be held criminally  or civilly liable under any  applicable law if you disclose a Company trade secret:   (i) in confidence to a Central, State, or local government official,  either directly or indirectly, or to an attorney, solely for the purposes of reporting  or investigating a suspected violation of law; or   (ii) in a complaint or other document filed in a lawsuit or other  proceeding, if such filing is made under seal.  (c) Despite the foregoing, you also acknowledge that you are not permitted to  disclose to any third-party, including any governmental or regulatory authority, any  information learned in the course of your employment that is protected from disclosure  by any applicable privilege, including but not limited to the attorney-client privilege,  attorney work product and other privileged information   Your Employer, the Company  





 






      87    and its Subsidiaries do not waive any applicable privileges or the right to continue to  protect its and their privileged attorney-client information, attorney work product, and  other privileged information.   19. Survival. The confidentiality obligations and all other obligations in Country  Addendum that are meant to survive termination of this Agreement shall survive  termination of your employment.  *  *  *  *  *  *  *  *  *     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  





 






      88    information relating to the operations of the Company or any of its Subsidiaries and to its  or any of their customers, and any and all discoveries, inventions or improvements  thereof made or conceived by you or others for the Company or any of its Subsidiaries  whether or not patented or copyrighted, as well as cash and securities account  transactions and position records of clients, regardless of whether such information is  stamped “confidential.”   (d) “Solicitation of Business” means the attempt through direct or indirect  contact by you or by any other Person with your assistance to induce a Client to:    (i) transfer the Client’s business from the Company or any of its  Subsidiaries to any other person or entity;   (ii) cease or curtail the Client’s business with the Company or any of  its Subsidiaries; or   (iii) divert a business opportunity from the Company or any of its  Subsidiaries to any other person or entity.    (e)  “Officer” shall include any person holding a position title of Assistant Vice  President or higher.  Notwithstanding the foregoing, this Paragraph 1 shall be  inapplicable following a Change in Control  2. Notice Period Upon Resignation.    (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  





 






      89    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 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.  





 






      90    (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  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.  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.   





 






      91    (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 C.  You can find your Job Family in the  State Street human resources information system (in MyWorkday, navigate to View  Profile by clicking the cloud icon in the upper right corner of your screen, click View  Profile, and then select the Job tab).  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  





 






      92    does not limit, amend or replace any other obligations you may have under applicable  law or any other agreement or understanding you may have with your Employer, the  Company or any of its Subsidiaries or pursuant to the applicable policies of any of them,  whether such additional obligations have been agreed to in the past, or are agreed to in  the future.  9. Interpretation of Business Protections.  The agreements made by you  in Paragraphs 1, 2 and 3 above shall be construed and interpreted in any judicial or  other adjudicatory proceeding to permit their enforcement to the maximum extent  permitted by law, and each of the provisions to this Countries Addendum is severable  and independently enforceable without reference to the enforcement of any other  provision.  If any restriction set forth in this Countries Addendum is found by any court of  competent jurisdiction to be unenforceable because it extends for too long a period of  time or over too great a range of activities or in too broad a geographic area, it shall be  interpreted to extend only over the maximum period of time, range of activities or  geographic area as to which it may be enforceable.  10. Assignment.  Except as provided otherwise herein, this Countries  Addendum shall be binding upon and inure to the benefit of both parties and their  respective successors and assigns, including any person or entity which acquires the  Company or its assets or business; provided, however, that your obligations are  personal and may not be assigned by you.   11. Electronic Acceptance.  By accepting this Award electronically, you will  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 2 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    





 






      93        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 10)  Shareholder Rights, (Section 11) Withholding of Tax-Related Items, (Section 13)  Employee Rights, (Section 14) Non-Transferability, Etc., (Section 16) Miscellaneous and  (Section 17) 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.  





 






      94    (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 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   





 






      95    (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.  (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;   





 






      96    (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.    (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  





 






      97    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 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  





 






      98    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 C.  You can find your Job Family in the  State Street human resources information system (in MyWorkday, navigate to View  Profile by clicking the cloud icon in the upper right corner of your screen, click View  Profile, and then select the Job tab).  7. Definitions – Countries Addendum.  For the purpose of this Countries  Addendum, the following terms are defined as follows:    (a) “Client” means a prospective, present or former customer or client of the  Company or any of its Subsidiaries with whom you have had, or with whom persons you  have supervised have had, substantive and recurring personal contact during your  employment with the Company or any of its Subsidiaries.  A former customer or client  means a customer or client for which the Company or any of its Subsidiaries stopped  providing all services within twelve (12) months prior to the date your employment with  your Employer ends.    (b) “Confidential Information” includes but is not limited to all trade secrets,  trade knowledge, systems, software, code, data documentation, files, formulas,  processes, programs, training aids, printed materials, methods, books, records, client  files, policies and procedures, client and prospect lists, employee data and other  information relating to the operations of the Company or any of its Subsidiaries and to its  or any of their customers, and any and all discoveries, inventions or improvements  thereof made or conceived by you or others for the Company or any of its Subsidiaries  whether or not patented or copyrighted, as well as cash and securities account  transactions and position records of clients, regardless of whether such information is  stamped “confidential.”   (c)  “Person” means an individual, a corporation, a limited liability company,  an association, a partnership, an estate, a trust and any other entity or organization,  other than your Employer, the Company or any of its Subsidiaries.  (d)  “Solicitation of Business” means the attempt through direct or indirect  contact by you or by any other Person with your assistance to induce a Client to:    (i) transfer the Client’s business from the Company or any of its  Subsidiaries to any other person or entity;   (ii) cease or curtail the Client’s business with the Company or any of  its Subsidiaries; or   (iii) divert a business opportunity from the Company or any of its  Subsidiaries to any other person or entity.    8. Post-Employment Cooperation.  You agree that, following the termination of  your employment with the Company and its Subsidiaries, you will reasonably cooperate  





 






      99    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 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  





 






      100    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 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.  





 






      101    (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.  1. Confidentiality.    





 






      102    (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.  





 






      103    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) 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.  





 






      104    (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) “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.    





 






      105    (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 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,  





 






      106    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  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:    





 






      107    (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 C.  You can find your Job Family in the  State Street human resources information system (in MyWorkday, navigate to View  Profile by clicking the cloud icon in the upper right corner of your screen, click View  Profile, and then select the Job tab).  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    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  





 






      108    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.     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 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.    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.    15. Notification Requirement.  Until forty-five (45) days after the period of  





 






      109    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 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.      *  *  *  *  *  *  *  *      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    





 






      110      ______________________________________________________________________    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.  (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.  





 






      111    (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 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  





 






      112    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.  (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:   





 






      113    (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.  





 






      114    (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.  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).  





 






      115    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  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  





 






      116    (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 2-year period immediately  preceding such termination.  (f) “Restricted Capacity” means any capacity, or with respect to the portion  of the Non-Compete Period that follows termination of your employment, any capacity  that is the same or similar to the capacity in which you were employed by your  Employer, the Company or any of its Subsidiaries at any time within the 2-year period  immediately preceding such termination and/or involves any services that you provided  to your Employer, the Company or any of its Subsidiaries at any time within such 2-year  period.  (g) “Specified Job Families” are those job families which State Street has  identified as having access to confidential and proprietary information, trade secrets, or  good will that require protection following termination of employment for any reason.   Specified Job Families are listed in Appendix C.  You can find your Job Family in the  State Street human resources information system (in MyWorkday, navigate to View  Profile by clicking the cloud icon in the upper right corner of your screen, click View  Profile, and then select the Job tab).  (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  





 






      117    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.  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  





 






      118    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, 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  





 






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





 






      120    (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    ______________________________________________________________________    Securities Law Notice.  The Agreement, the Plan and all other materials regarding  participation in the Plan may not be distributed in the Kingdom of Saudi Arabia except to  such persons as are permitted under the Rules on the Offer of Securities and Continuing  Obligations issued by the Capital Market Authority.  The Capital Market Authority does not make any representation as to the accuracy or  completeness of the Agreement, and expressly disclaims any liability whatsoever for any  loss arising from, or incurred in reliance upon, any part of the Agreement. Prospective  acquirers of the securities offered hereby should conduct their own due diligence on the  accuracy of the information relating to the securities. If you do not understand the  contents of the Agreement, you should consult an authorized financial adviser.     *   *   *   *   *   *   *   *      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 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. Qualifying Person Exemption.  The following provision shall replace  Section 16(h) of the Agreement:     The grant of the Award under the Plan is being made pursuant to the “Qualifying Person”  exemption” under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006  Ed.) (“SFA”).  The Plan has not been and will not be lodged or registered as a  





 






      121    prospectus with the Monetary Authority of Singapore and is not regulated by any  financial supervisory authority pursuant to any legislation in Singapore.  Accordingly,  statutory liability under the SFA in relation to the content of prospectuses shall not apply.   You should note that, as a result, the Award is subject to section 257 of the SFA and you  will not be able to make:     (a) any subsequent sale of shares of Common Stock in Singapore; or     (b) any offer of such subsequent sale of shares of Common Stock subject to the  Award in Singapore, unless such sale or offer is made pursuant to the  exemptions under Part XIII Division (1) Subdivision (4) (other than section  280) of the SFA (Chapter 289, 2006 Ed.).  2. Confidentiality.    (a) You acknowledge that you have access to Confidential Information which  is not generally known or made available to the general public and that such Confidential  Information is the property of the Company, its Subsidiaries or its or their licensors,  suppliers or customers.  Subject to Paragraph 17, below, you agree specifically as  follows, in each case whether during your employment or following the termination  thereof:   (i) You will always preserve as confidential all Confidential  Information, and will never use it for your own benefit or for the benefit of others;  this includes that you will not use the knowledge of activities or positions in  clients’ securities portfolio accounts or cash accounts for your own personal gain  or for the gain of others.  (ii) You will not disclose, divulge, or communicate Confidential  Information to any unauthorized person, business or corporation during or after  the termination of your employment with the Company and its Subsidiaries.  You  will use your best efforts and exercise due diligence to protect, to not disclose  and to keep as confidential all Confidential Information.  (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  





 






      122    confidence and other than in relation to your employment with the Company or any of its  Subsidiaries.  (c)       State Street recognizes that certain disclosures of confidential information  to appropriate government authorities or other designated persons are protected by  “whistleblower” and other laws.  Nothing in this Countries Addendum is intended to or  should be understood or construed to prohibit or otherwise discourage such disclosures.   State Street will not tolerate any discipline or other retaliation against employees who  properly make such legally-protected disclosures.  3. Assignment and Disclosure.    (a) You acknowledge that, by reason of being employed by your Employer, to  the extent permitted by law, all works, deliverables, products, methodologies and other  work product conceived, created and/or reduced to practice by you, individually or jointly  with others, during the period of your employment by your Employer and relating to the  Company or any of its Subsidiaries or demonstrably anticipated business, products,  activities, research or development of the Company or any of its Subsidiaries or resulting  from any work performed by you for the Company or any of its Subsidiaries, including,  without limitation, any track record with which you may be associated as an investment  manager or fund manager (collectively, “Work Product”), that consists of copyrightable  subject matter is "work made for hire" as defined in the Copyright Act of 1976 (17 U.S.C.  § 101), and such copyrights are therefore owned, upon creation, exclusively by State  Street. To the extent the foregoing does not apply and to the extent permitted by law,  you hereby assign and agree to assign, for no additional consideration, all of your rights,  title and interest in any Work Product and any intellectual property rights therein to State  Street.  You hereby waive in favor of State Street any and all artist’s or moral rights  (including without limitation, all rights of integrity and attribution) you may have pursuant  to any state, federal or foreign laws, rules or regulations in respect of any Work Product  and all similar rights thereto.  You will not pursue any ownership or other interest in such  Work Product, including, without limitation, any intellectual property rights.   (b) 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.  





 






      123    (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);   (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 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.  (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, 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  





 






      124    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.    (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 will continue to apply, where applicable, for the period of time as specified in  Paragraph 6(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 6(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  





 






      125    were involved in twelve (12) months 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:  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  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.  





 






      126    (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 C.  You can find your Job Family in the  State Street human resources information system (in MyWorkday, navigate to View  Profile by clicking the cloud icon in the upper right corner of your screen, click View  Profile, and then select the Job tab).  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 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.    (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.    





 






      127    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 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.  





 






      128    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 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.  





 






      129    (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.   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.  





 






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





 






      131    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 officer of the Company or any of its  Subsidiaries (excluding any such officer whose employment was involuntarily  terminated); or   





 






      132    (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 this Paragraph 4 and give immediate effect to your  





 






      133    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:  





 






      134         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 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 C.  You can find your Job Family in the  State Street human resources information system (in MyWorkday, navigate to View  Profile by clicking the cloud icon in the upper right corner of your screen, click View  Profile, and then select the Job tab).  6. Definitions – Countries Addendum.  For the purpose of this Countries  Addendum, the following terms are defined as follows:    (a) “Client” means a prospective, present or former customer or client of the  Company or any of its Subsidiaries with whom you have had, or with whom persons you  have supervised have had, substantive and recurring personal contact during your  employment with the Company or any of its Subsidiaries.  A former customer or client  means a customer or client for which the Company or any of its Subsidiaries stopped  providing all services within twelve (12) months prior to the date your employment with  your Employer ends.    (b) “Confidential Information” includes but is not limited to all trade secrets,  trade knowledge, systems, software, code, data documentation, files, formulas,  





 






      135    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.  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  





 






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





 






      137    deemed equivalent to the Award having been signed by both parties.  15. Notification Requirement.  Until forty-five (45) days after the period of  restriction under Paragraph 5 expires, you shall give notice to the Company of each new  business activity you plan to undertake, at least five (5) business days prior to beginning  any such activity.  Such notice shall state the name and address of the Person for whom  such activity is undertaken and the nature of your business relationship(s) and  position(s) with such Person.  You shall provide the Company with such other pertinent  information concerning such business activity as the Company may reasonably request  in order to determine your continued compliance with your obligations under this  Countries Addendum.  16. Certain Limitations.  (a) Nothing in this Countries Addendum prohibits you from reporting possible  violations of any applicable law or regulation to any governmental agency or regulatory  authority or from making other disclosures that are protected under the whistleblower  provisions of federal law or regulation.  Moreover, nothing in this Countries Addendum  requires you to notify the Company that you have made any such report or disclosure.   However, in connection with any such activity, you acknowledge you must take  reasonable precautions to ensure that any Confidential Information that is disclosed to  such authority is not made generally available to the public, including by informing such  authority of the confidentiality of the same.  (b) You shall not be held criminally or civilly liable under any applicable trade  secret laws if you disclose a Company trade secret:   (i) in confidence to a regulatory or government official, either directly  or indirectly, or to an attorney, solely for the purposes of reporting or  investigating a suspected violation of law; or   (ii) in a complaint or other document filed in a lawsuit or other  proceeding, if such filing is made under seal.  (c) Despite the foregoing, you also acknowledge that you are not permitted to  disclose to any third-party, including any governmental or regulatory authority, any  information learned in the course of your employment that is protected from disclosure  by any applicable privilege, including but not limited to the attorney-client privilege,  attorney work product doctrine, the bank examiner’s privilege, and/or privileges  applicable to information to the extent permitted by the applicable law, including  information that would reveal the existence or contemplated filing of a suspicious activity  report.  Your Employer, the Company and its Subsidiaries do not waive any applicable  privileges or the right to continue to protect its and their privileged attorney-client  information, attorney work product, and other privileged information.     *  *  *  *  *  *  *  *  *    X.  SWITZERLAND  ______________________________________________________________________      Securities Law Notice. Neither this document nor any other materials relating to the  Award (i) constitutes a prospectus according to articles 35 et. seq. of the Swiss Federal  





 






      138    Act on Financial Services (“FinSa”), (ii) may be publicly distributed or otherwise made  publicly available in Switzerland to any person other than an employee of the Company  or a Subsidiary, or (iii) has been or will be filed with, approved or supervised by any  Swiss reviewing body according to article 51 FinSa or any Swiss regulatory authority,  including the Swiss Financial Market Supervisory Authority (FINMA).    *  *  *  *  *  *  *  *  *      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   ______________________________________________________________________    Securities Law Notice. This document may not be distributed in the Kingdom except to  such persons as are permitted under the Rules on the Offer of Securities and Continuing  Obligations issued by the Capital Market Authority. The Capital Market Authority does  not make any representation as to the accuracy or completeness of this document, and  expressly disclaims any liability whatsoever for any loss arising from, or incurred in  reliance upon, any part of this document. Prospective recipients of the securities offered  hereby should conduct their own due diligence on the accuracy of the information  relating to the securities. If you do not understand the contents of this document, you  should consult an authorized financial adviser.    *  *  *  *  *  *  *  *  *      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.  





 






      139      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.  (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.  





 






      140    (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 rights thereto.  You will not pursue any ownership or other interest in such  Work Product, including, without limitation, any intellectual property rights.   





 






      141    (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 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.”   





 






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





 






      143    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 (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:  





 






      144    (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  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  Then the Non- Compete Period  





 






      145    termination of your employment: 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 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.  





 






      146    (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 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. Specified Job Families are listed in Appendix C.  You can find  your Job Family in the State Street human resources information system (in  MyWorkday, navigate to View Profile by clicking the cloud icon in the upper right  corner of your screen, click View Profile, and then select the Job tab).  5. Post-Employment Cooperation.  You agree that, following the termination of  your employment with the Company and its Subsidiaries, you will reasonably cooperate  with the Company or the relevant Subsidiary with respect to any matters arising during  or related to your employment, including but not limited to reasonable cooperation in  connection with any litigation, governmental investigation, or regulatory or other  proceeding (even if such litigation, governmental investigation, or regulatory or other  proceeding arises following the date of this Award to which this Countries Addendum is  appended or following the termination of your employment).  The Company or any of its  Subsidiaries shall reimburse you for any reasonable out-of-pocket and properly  documented expenses you incur in connection with such cooperation.  6. Enforcement.  You acknowledge and agree that the promises contained in this  Countries Addendum are necessary to the protection of the legitimate business interests  of your Employer, the Company and its Subsidiaries, including without limitation its and  their confidential information, trade secrets and goodwill, and are material and integral to  the undertakings of the Company under this Award to which this Countries Addendum is  appended.  You further agree that one or more of your employer, the Company and its  Subsidiaries will be irreparably harmed in the event you do not perform such provisions  in accordance with their specific terms or otherwise breach the promises made herein.   Accordingly, your Employer, the Company and any of its Subsidiaries shall each be  entitled to preliminary or permanent injunctive or other equitable relief or remedy without  the need to post bond, and to recover its or their reasonable attorney’s fees and costs  incurred in securing such relief, in addition to, and not in lieu of, any other relief or  remedy at law to which it or they may be entitled, including the immediate forfeiture of  any as-yet unvested portion of the Award. You further agree that, the periods of  restriction contained in this Countries Addendum shall be tolled, and shall not run, during  any period in which you are in violation of the terms of this Countries Addendum, so that  your Employer, the Company and its Subsidiaries shall have the full protection of the  periods agreed to herein.  7. No Waiver.  No delay by your Employer, the Company or any of its Subsidiaries  in exercising any right under this Countries Addendum shall operate as a waiver of that  right or of any other right.  Any waiver or consent as to any of the provisions herein  provided by your Employer, the Company or any of its Subsidiaries must be in writing, is  





 






      147    effective only in that instance, and may not be construed as a broader waiver of rights or  as a bar to enforcement of the provision(s) at issue on any other occasion.  8. Relationship to Other Agreements.  This Addendum supplements and does  not limit, amend or replace any other obligations you may have under applicable law or  any other agreement or understanding you may have with your Employer, the Company  or any of its Subsidiaries or pursuant to the applicable policies of any of them, whether  such additional obligations have been agreed to in the past, or are agreed to in the  future.  9. Interpretation of Business Protections.  The agreements made by you in  Paragraphs 3, 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.  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.  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 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 5 business days prior to beginning any such activity.  Such  notice shall state the name and address of the Person for whom such activity is  undertaken and the nature of your business relationship(s) and position(s) with such  Person.  You shall provide the Company with such other pertinent information  concerning such business activity as the Company may reasonably request in order to  determine your continued compliance with your obligations under this Countries  Addendum.  13. Certain Limitations  (a) Nothing this Countries Addendum prohibits you from reporting possible  violations of law or regulation to any governmental agency or regulatory authority or from  making other disclosures that are protected under the whistleblower provisions of law or  





 






      148    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.     *  *  *  *  *  *  *  *  *     





 






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





 






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





 






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





 






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





 






          - 153 -        9. HOW CAN I OBTAIN UPDATED INDICATIVE EXAMPLES OF THE  CURRENT MARKET PRICE IN AUSTRALIAN DOLLARS?   Within a reasonable period following your request, the Company undertakes to provide you  with the Australian dollar equivalent of the current market price of a share of Common  Stock, (calculated as at the date of your request).  The current market price for this  purpose will be the final sale price of a share of Common Stock on the New York Stock  Exchange on the trading day immediately preceding the date of your request.     The Australian dollar equivalent of these prices will be calculated using the  Australian/U.S. dollar exchange rate published by an Australian bank on the business  day immediately preceding the date of your request.  Please note that the Australian  dollar equivalent of these prices is only provided as information and not as a prediction  of the Australian dollar equivalent of the fair market value of a share of Common Stock  at the time of vesting.  The Australian dollar equivalent at these times will depend on the  exchange rate applied by your bank in converting your Australian dollars to U.S. Dollars  at the time of vesting.  The exchange rate is available at:    http://www.rba.gov.au/statistics/frequency/exchange-rates.html    You should direct your request to:  Name: David Cogliano  Title:  Vice President, Total Rewards Management  Australian Affiliate means State Street Australia Limited; State Street Global  Advisors Australia; State Street Bank and Trust Company – Sydney Branch and  any other Associated Body Corporate employing Employees in Australia.  Address:  State Street Financial Center, One Lincoln Street, Boston, MA  02111, USA  Phone:  +1 617-662-3686  Email:  DCogliano@statestreet.com      10. WHAT ADDITIONAL RISK FACTORS APPLY TO AUSTRALIAN RESIDENTS'  PARTICIPATION IN THE PLAN?   Employees should consider generally the risk factors connected with investing in  securities and, in particular, to holding shares of Common Stock.  You should be aware  that the fair market value of shares of Common Stock underlying your Award and the future  value of shares of Common Stock you acquire and the Australian dollar equivalent of these  values will be affected by:  (a) fluctuations in the Company's performance;   





 






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





 






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





 






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





 






    Information Classification: Limited Access  157      STATE STREET CORPORATION  2017 STOCK INCENTIVE PLAN    14. [    ] Deferred Stock Award Agreement    Subject to your acceptance of the terms set forth in this agreement and the addendum  attached hereto (“Agreement”), State Street Corporation (“Company”) has awarded you,  under the State Street Corporation 2017 Stock Incentive Plan (“Plan”), and pursuant to  this Agreement and the terms set forth herein, a contingent right to receive the number  of shares of Common Stock (“Deferred Shares”) (“Award”) as set forth in the statement  pertaining to this Award (“Statement”) on the website (“Website”) maintained by Fidelity  Stock Plan Services LLC, an independent service provider based in the United States, or  another party designated by the Company (“Equity Administrator”).     Copies of the Plan, the Company’s Prospectus for the Plan and any employee  information supplement to the Prospectus for your country of employment (“Tax  Supplement”) are located on the Website for your reference.  Your acceptance of this  Award constitutes your acknowledgement that you have read and understood this  Agreement, the Plan, the Prospectus for the Plan and the Tax Supplement.  The  provisions of the Plan are incorporated herein by reference, and all terms used herein  shall have the meaning given to them in the Plan, except as otherwise expressly  provided herein.  In the event of any conflict between the provisions of this Agreement  and the provisions of the Plan, the provisions of the Plan shall control.  As used herein,  “State Street” means the Company and each Subsidiary. “Subsidiary” means the  Company’s 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.    You may consider this Agreement for up to thirty (30) days from the date it was first  made available to you on the Website.    The terms of your Award are as follows:   1. Grant of Deferred Shares.   To be entitled to any payment under this Award, you must accept your Award and in so  doing agree to comply with the terms and conditions of this Agreement and the  applicable provisions of the Countries Addendum outlined in Appendix A (which is  incorporated into, and forms a material and integral part of, this Agreement).  Failure to  accept this Award within thirty (30) days following the posting of this Agreement on the  Website will result in forfeiture of this Award.  Subject to the terms and conditions of this  Agreement, Deferred Shares shall vest and be settled in the form of shares of Common  Stock according to the vesting schedule set forth in your Statement.  The term “vest” as  used herein means the lapsing of certain (but not all) restrictions described herein and in  the Plan with respect to one or more Deferred Shares as of each applicable vesting  date.  To vest in all or any portion of this Award as of any date, you must have been  continuously employed with the Company or a Subsidiary, from and after the date hereof  





 






    Information Classification: Limited Access  158    and until (and including) the applicable vesting date, except as otherwise provided  herein.  By accepting this Award, you and the Company agree that any claim arising out of this  Award or any Common Stock issued by the Company pursuant to this Award may only  be brought in the federal or state courts of the Commonwealth of Massachusetts,  regardless of where or whether you are employed by the Company or a Subsidiary. You  consent to personal jurisdiction in such courts for any such claim, consent to service of  process by any means allowed by such courts or applicable law, and waive any  arguments that such courts are not an appropriate or convenient forum.  This Award is subject to any forfeiture, compensation recovery or similar requirements  set forth in this Agreement, as well as any other forfeiture, compensation recovery or  similar requirements under applicable law and related implementing regulations and  guidance, and to other forfeiture, compensation recovery or similar requirements under  plans, policies and practices of the Company or its relevant Subsidiaries in effect from  time to time, including those set forth in your offer letter.  In the event pursuant to this  Agreement or pursuant to any applicable law or related implementing regulations or  guidance, or pursuant to any Company or its relevant Subsidiaries plans, policies or  practices, the Board or State Street is required or permitted to reduce, forfeit or cancel  any amount remaining to be paid, or to recover any amount previously paid, with respect  to this Award, or to otherwise impose or apply restrictions on this Award or shares of  Common Stock subject hereto, it shall, in its sole discretion, be authorized to do so.  By  accepting this Award, you consent to making payment to your Employer in the event of a  compensation recovery determination by the Board or State Street.  2. Payment of Common Stock.     (a) The Company will issue and transfer to you, no later than thirty (30) days  following the applicable vesting dates, the number of shares of Common Stock specified  in the vesting schedule in your Statement.  The Company’s obligation to issue and  transfer Common Stock in the future pursuant to this Agreement is an unsecured and  unfunded contractual obligation.  (b) Notwithstanding the foregoing, the Company may, in its sole discretion,  settle any vested Deferred Shares in the form of:    (i)  a cash payment to the extent settlement in shares of Common  Stock (1) is prohibited under local law, rules or regulations, (2) would require you,  the Company or your Employer to obtain the approval of any governmental  and/or regulatory body in your country of residence (or country of employment, if  different), or (3) is administratively burdensome; or    (ii)  shares of Common Stock, but require you to immediately sell  such shares of Common Stock (in which case, you hereby expressly authorize  the Company to issue sales instructions on your behalf).  3. Identified Staff Holding Requirement.    Notwithstanding anything herein to the contrary, you agree and covenant that, as a  condition to the receipt of this Award and the settlement of the Deferred Shares in the  





 






    Information Classification: Limited Access  159    form of shares of Common Stock hereunder, in the event the Company or any  Subsidiary notifies you at any time before or after this Award is made  that you have  been designated Identified Staff for purposes of the Capital Requirements Directive IV  (or any implementing or successor rule, regulation or guidance, including the rules and  regulations of the United Kingdom Financial Conduct Authority (“FCA”), Prudential  Regulation Authority (“PRA”), German Federal Financial Supervisory Authority (“BaFin”)  or any other applicable regulatory authority), you will not sell or otherwise transfer any  shares of Common Stock issued and transferred to you pursuant  to this Award until the  date that is at least twelve (12) months for UK and State Street Bank International GmbH  (“SSBI”) Identified Staff (or such longer period as is stipulated by the FCA, the PRA,  BaFin or any other applicable regulatory authority) after the vesting date of Deferred  Shares paid in connection with this Award, except that   (a) you shall be permitted to sell, upon such vesting date, a number of shares of  Common Stock sufficient to pay applicable tax and social security withholding, if any,  with respect to such vesting (or, alternatively, if the Company withholds such shares  pursuant to Section 11 of this Agreement, the requirements in this Section 3 not to sell or  otherwise transfer any shares shall only apply to the number of such shares delivered to  you (i.e., after such withholding of shares)),   (b) transfers by will or pursuant to the laws of descent or distribution are  permitted, and   (c) this holding requirement shall not apply to such portion of the Deferred  Shares, if any, that were awarded with respect to a period of time, as determined by the  Company in its discretion, during which you were not subject to such holding  requirement.  Any attempt by you (or in the case of your death, by your Designated  Beneficiary) to assign or transfer shares of Common Stock subject to this Award, either  voluntarily or involuntarily, contrary to the provisions hereof, shall be null and void and  without effect.  The Company may, in its sole discretion, impose restrictions on the  assignment or transfer of shares of Common Stock consistent with the provisions hereof,  including, without limitation, by or through the transfer agent for such shares or by  means of legending Common Stock certificates or otherwise.    This Section 3 applies in addition to, and not to the exclusion of, any other  holding, forfeiture and/or clawback provisions contained in this Agreement.    4. General Circumstances of Forfeiture.    (a) You will immediately forfeit any and all rights to receive shares of  Common Stock under this Agreement not previously vested,  issued and transferred to  you in the event:    (i)  you cease to be employed by the Company and its Subsidiaries  due to Circumstances of Forfeiture;   (ii)  the Company, in its sole discretion, determines that circumstances  prior to the date on which you ceased to be employed by the Company and its  





 






    Information Classification: Limited Access  160    Subsidiaries for any reason constituted grounds for an involuntary termination  constituting Circumstances of Forfeiture; or  (iii) you fail to comply with the terms of the applicable Countries  Addendum attached to this Award or the terms of any other Restrictive Covenant  you agree to or have agreed to with the Company or any Subsidiary.  (b) If your employment terminates by reason of [Retirement or] Disability or  for reasons other than for Circumstances of Forfeiture, then unless accelerated as  provided in Section 9, your unvested right to receive shares of Common Stock  hereunder shall continue to vest in accordance with the vesting schedule detailed in your  Statement, subject to the terms and conditions of this Agreement.   (c) For purposes hereof:  (i) “Circumstances of Forfeiture” means the termination of your  employment with the Company and its Subsidiaries either (A) voluntarily (other  than [(x) by reason of Retirement or (y)] for Good Reason on or prior to the first  anniversary of a Change in Control) or (B) involuntarily for reasons determined  by the Company or the relevant Subsidiary in its sole discretion to constitute  “gross misconduct” [(including while you are Retirement eligible)].   (ii) [“Retirement” means your attainment of age 55 and completion of  5 years of continuous service with the Company and its Subsidiaries.  (iii) ]“Disability” means your inability to engage in any substantially  gainful activity by reason of any medically determinable physical or mental  impairment that can be expected to result in your death or can be expected to  last for a continuous period of not less than 12 months.  (iv)  “Restrictive Covenant” means any confidentiality, non-solicitation,  non-competition, non-disparagement, post-employment cooperation or notice  provision that you agree to or had agreed to with the Company or any Subsidiary,  including but not limited to the restrictions contained in this Award Agreement,  any offer letter, employment or service agreement, including letters amending the  employment or service agreement, promotion letters, deferred compensation  award agreements of any type, or change in control employment agreements, or  applicable restrictions required as a condition to entitlement to payment under  any executive supplemental retirement plan.  (d) The grant of this Award and the terms and conditions governing this  Award are intended to comply with the age discrimination provisions of the European  Union Equal Treatment Framework Directive, as implemented into local law, 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.  (e) This Section 4 applies in addition to, and not to the exclusion of, any other  holding, forfeiture and/or clawback provisions contained in this Agreement.  





 






    Information Classification: Limited Access  161    5. Material Risk Taker Malus-Based Forfeiture.  In the event you hold a title of Senior Vice President or higher during the calendar year  in which this Award is made, or you hold the status of “material risk taker” at the time this  Award is made or any time thereafter, you acknowledge and agree that this Award is  subject to the provisions of this Section 5.  In respect of any Award remaining to be  issued and transferred to you in Common Stock or otherwise paid may, in the sole  discretion of the Board, be reduced, forfeited or cancelled, in the event that it is  determined by the Board, in its sole discretion, that your actions, whether discovered  during or after your employment with the Employer, exposed The Business to any  inappropriate risk or risks (including where you failed to timely identify, analyze, assess  or raise concerns about such risk or risks, including in a supervisory capacity, where it  was reasonable to expect you to do so), and such exposure has resulted or could  reasonably be expected to result in a material loss or losses that are or would be  substantial in relation to the revenues, capital and overall risk tolerance of The Business.   “The Business” shall mean State Street, or, to the extent you devote substantially all of  your business time to a particular business unit (e.g., 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.    6. Identified Staff Malus-Based Forfeiture and Clawback.  (a)   In the event the Company or any Subsidiary notifies you at any time  before or after this Award is made that you have been designated Identified Staff for  purposes of a UK (either PRA or FCA) Remuneration Code, you acknowledge and agree  that this Award is subject to the provisions of this Section 6 for a period of seven (7)  years from the date this Award is granted.  For those Identified Staff fulfilling a PRA  Senior Management Function, the seven (7)-year period may be extended to ten (10)  years in certain circumstances where:      (i) the Company has commenced an investigation into facts or events  which it considers could potentially lead to the application of a clawback under  this Section 6 were it not for the expiration of the seven (7)-year period; or      (ii) the Company has been notified by a regulatory authority that an  investigation has commenced into facts or events which the Company considers  could potentially lead to the application of clawback by the Company under this  Section 6 were it not for the expiration of the seven (7)-year period.    (b)   If the Company determines that a UK Forfeiture Event has occurred it  may elect to reduce, forfeit or cancel all or part of any amount remaining to be issued  and transferred to you in Common Stock or otherwise paid in respect of this Award (“UK  Malus-Based Forfeiture”).    (c)   If the Company determines that a UK Clawback Event has occurred it  may require the repayment by you (or otherwise seek to recover from you) of all or part  of any compensation paid to you in respect of this Award.  





 






    Information Classification: Limited Access  162      (d) The Company may produce guidelines from time to time in respect of its  operation of the provisions of this Section 6.  The Company intends to apply such  guidelines in deciding whether and when to effect any reduction, cancellation, forfeiture  or recovery of compensation but, in the event of any inconsistency between the  provisions of this Section 6 and any such guidelines, this Section 6 shall prevail.  Such  guidelines do not form part of any employee’s contract of employment, and the  Company may amend such guidelines and their application at any time.    (e) By accepting this Award on the Website, you expressly and explicitly:      (i)  consent to making the required payment to the Company (or to  your  Employer on behalf of the Company) upon a UK Clawback Event; and      (ii)  authorize the Company to issue related instructions, on your  behalf, to the Equity Administrator and any brokerage firm and/or third party  administrator engaged by the Company to hold your shares of Common Stock  and other amounts acquired under the Plan and to re-convey, transfer or  otherwise return such shares of Common Stock and/or other amounts to the  Company.    (f) For the purposes of this Section 6:     (i)   A “UK Forfeiture Event” means a determination by the Company,  in its sole discretion, that (A) there is reasonable evidence of your misbehavior  or material error; or (B) the Company, one of its Subsidiaries or a relevant  business unit has suffered a material downturn in its financial performance; or  (C) the Company, one of its Subsidiaries or a relevant business unit has  suffered a material failure of risk management.     (ii)   A “UK Clawback Event” means a determination by the Company,  in its sole discretion, that either (A) there is reasonable evidence of your  misbehavior or material error or (B) the Company, one of its Subsidiaries or a  relevant business unit has suffered a material failure of risk management.    (g)  This Section 6 applies in addition to, and not to the exclusion of, any  other holding, forfeiture and/or clawback provisions contained in this Agreement.    7. SSBI and SSGA GmbH Affordability Limitations, and 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.    





 






    Information Classification: Limited Access  163    (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 this  Award is subject to forfeiture and clawback for a period from the date the Award is  granted until two (2) years from the date that the final tranche of this Award vests.  A  clawback applies if you, as 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 Identified Staff  Clawback Event”).      (c) Section 7 applies in addition to, and not to the exclusion of, any other  holding, forfeiture and/or clawback provisions contained in this Agreement.    8. Management Committee/Executive Vice President Forfeiture and Clawback.  (a) If, at the time the Award is made, you are a member of the State Street  Corporation Management Committee or any successor committee or body  (“Management Committee” or “MC”) or hold the title Executive Vice President (“EVP”) or  higher, any amount remaining to be paid in respect of this Award may, in the sole  discretion of the Board, be reduced, forfeited or cancelled, in whole or in part, in the  event that it is determined by the Board, in its sole discretion, that:  (i) you engaged in fraud, gross negligence or any misconduct,  including in a supervisory capacity, that was materially detrimental to the  interests or business reputation of State Street or any of its businesses; or  (ii) you engaged in conduct that constituted a violation of State Street  policies and procedures or State Street Standard of Conduct in a manner which  either caused or could have caused reputational harm that is material to State  Street or placed or could have placed State Street at material legal or financial  risk; or  (iii) as a result of a material financial restatement by State Street  contained in a filing with the U.S. Securities and Exchange Commission (“SEC”),  or miscalculation or inaccuracy in the determination of performance metrics,  financial results or other criteria used in determining the amount of this Award,  you would have received a smaller or no Award hereunder.  (b) If, at the time the Award is made, you are a member of the Management  Committee or hold the title EVP or higher, this Award also is subject to compensation  recovery as provided herein.  Upon the occurrence of either an MC/EVP Clawback  Event or an MC/EVP Clawback Breach, the Board may, in its sole discretion, determine  to recover the MC/EVP Clawback Amount, in whole or in part.  Following such a  determination, you agree to immediately repay such compensation, in no event later  than sixty (60) days following such determination, in the form of any shares of Common  Stock delivered to you previously by the Company or cash (or a combination of such  shares and cash).    (c) For purposes of calculating the value of both the MC/EVP Clawback  Amount determined by the Board to be recovered and the amount of such compensation  





 






    Information Classification: Limited Access  164    repaid, shares of Common Stock will be valued in an amount equal to the market value  of the Deferred Shares delivered to you under this Award by the Company as  determined at the time of such delivery.    (d) For purposes of this Section 8:  (i) “MC/EVP Clawback Event” means a determination by the Board,  in its sole discretion, within three (3) years (within one (1) year for an EVP) after  the date of grant of this Award (A) with respect to any event or series of related  events, that you engaged in fraud or willful misconduct, including in a supervisory  capacity, that resulted in financial or reputational harm that is material to State  Street and resulted in the termination of your employment by the Company and  its Subsidiaries (or, following a cessation of your employment for any other  reason, such circumstances constituting grounds for termination are determined  applicable) or (B) a material financial restatement or miscalculation or inaccuracy  in financial results, performance metrics, or other criteria used in determining this  Award by State Street occurred.  For the avoidance of doubt and as applicable,  an MC/EVP Clawback Event includes any determination by the Board that is  based on circumstances prior to the date on which you cease to be employed by  the Company and its Subsidiaries for any reason, even if the determination by  the Board occurs after such cessation of employment.  (ii) “MC/EVP Clawback Breach” means a determination by the Board,  in its sole discretion, that you failed to comply with the terms of any covenant not  to compete entered into by you with the Company or any Subsidiary, whether in  the applicable Country Addendum attached to this Award or in any other  agreement.  (iii) “MC/EVP Clawback Amount” means   A. with respect to an MC/EVP Clawback Event described in  Section 8(d)(i)(A), the value of the Deferred Shares (based upon the market  value of the respective Deferred Shares at delivery) that were delivered to  you under this Award by the Company during the period of three (3) years  (one (1) year for an EVP) immediately prior to such MC/EVP Clawback  Event; or   B. with respect to an MC/EVP Clawback Event described in  Section 8(d)(i)(B), the value of the Deferred Shares (based upon the market  value of the respective Deferred Shares at delivery) that were delivered to  you under this Award by the Company (x) during the period of three (3) years  (one (1) year for an EVP) immediately prior to an associated date designated  by the Board and (y) that represents an amount that, in the sole discretion of  the Board, exceeds the amount you would have been awarded under this  Award had the financial statements or other applicable records of State Street  been accurate; or   C.  with respect to an MC/EVP Clawback Breach described in  Section 8(d)(ii), the value of the Deferred Shares (based upon the market  value of the respective Deferred Shares at delivery), that were delivered to  you under this Award by the Company after the earlier to occur of the date  your employment terminated or the date your failure to comply with the  





 






    Information Classification: Limited Access  165    applicable covenant(s) not to compete commenced, as determined by the  Board in its sole discretion; and    D. in each case, reduced, by taking into account any portion of  this Award that was previously recovered by the Company under this Section  8 to avoid a greater than 100% recovery.   (e) In connection with any MC/EVP Clawback Event or MC/EVP Clawback  Breach, to the extent not prohibited by applicable law and subject to Section 15 (if  applicable), if you fail to comply with any requirement to repay compensation under  Section 8(b), the Board may determine, in its sole discretion, in addition to any other  remedies available to the Company, that you will satisfy your repayment obligation  through an offset to any future payments owed by the Company or any of its  Subsidiaries to you.  Further, you expressly and explicitly authorize the Company to  issue instructions, on your behalf, to any brokerage firm or third party administrator  engaged by the Company to hold your shares of Common Stock acquired pursuant to  awards granted under the Plan (or any other amounts acquired pursuant to the Plan) to  re-convey, transfer or otherwise return such shares of Common Stock and/or other  amounts to the Company.      (f) This Section 8 applies in addition to, and not to the exclusion of, any other  holding, forfeiture and/or clawback provisions contained in this Agreement.  9. Acceleration of Vesting upon Certain Events.   (a) Notwithstanding anything in this Agreement to the contrary, if you die or  incur a Disability while employed by the Company or any of its Subsidiaries, or in the  event that you die or incur a Disability after your employment has terminated for a  reason permitting continued vesting pursuant to subparagraph 4(b) above, any unvested  Deferred Shares shall vest on the date of your death or Disability and the Company will  issue and pay  the value of such Deferred Shares under this Award in the form of a cash  payment/issuance of shares of Common Stock within thirty (30) days of death (to your  Designated Beneficiary) or Disability.  In addition, Sections 5, 6, 7 and 8 of this  Agreement shall cease to apply upon your death at any time provided, however, if a UK  Clawback Event, SSBI Identified Staff Clawback Event, an MC/EVP Clawback Event, or  an MC/EVP Clawback Breach has occurred pursuant to Section 6, 7 or 8, respectively,  at or prior to your death, any amount that the Board has made a determination to  recover under such Sections shall continue to be payable to the Company.  (b) Subject to applicable law and regulation (including the rules and  regulations of any applicable regulatory authority), if your employment with the Company  and its Subsidiaries is terminated by the Company or the applicable Subsidiary without  Cause, [or] by you for Good Reason [or on account of your Retirement], in each case, on  or prior to the first anniversary of a Change in Control (and provided that such Change in  Control constitutes a “change in control event” as that term is defined under Section  409A of the U.S. Internal Revenue Code of 1986, as amended, (“Code”) and U.S.  Treasury Regulation Section 1.409A-3(i)(5)) prior to the full settlement of your Award,  the unvested portion of this Award shall vest on the date of such termination and the  Company will promptly issue and pay to you within thirty (30) days of such termination  any such shares of Common Stock under this Award.  For purposes of this Section 9(b),  





 






    Information Classification: Limited Access  166    termination of employment shall mean a “separation from service” as determined in  accordance with U.S. Treasury Regulation Section 1.409A-1(h).  10. Shareholder Rights.  You are not entitled to any rights as a shareholder with respect to any shares of  Common Stock subject to this Award until they are transferred to you.  Without limiting  the foregoing, prior to the issuance and transfer to you of shares of Common Stock  pursuant to this Agreement, you will have no right to receive dividends or amounts in lieu  of dividends with respect to the shares of Common Stock subject to this Award nor any  right to vote the shares of Common Stock prior to any shares being transferred to you.    11. Withholding of Tax-Related Items.    Regardless of any action your Employer takes with respect to any or all income tax  (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance,  payroll tax, fringe benefits tax, payment on account of other tax-related withholding  (“Tax-Related Items”), you acknowledge and agree that the ultimate liability for all Tax- Related Items legally due from you is and remains your responsibility.  Furthermore,  neither the Company nor any Subsidiary (a) makes any representations or undertakings  regarding the treatment of any Tax-Related Items in connection with any aspect of this  Award, including the grant of this Award, the vesting of this Award and the issuance of  shares of Common Stock in settlement of this Award, the subsequent sale of any shares  of Common Stock acquired upon vesting, the cancellation, forfeiture or repayment of any  shares of Common Stock (or cash in lieu thereof); or (b) commits to structure the terms  of the grant, vesting, settlement, cancellation, forfeiture, repayment or any other aspect  of this Award to reduce or eliminate your liability for Tax-Related Items.  Prior to the delivery of shares of Common Stock upon the vesting of this Award, if any  taxing jurisdiction requires withholding of Tax-Related Items in connection with the  Award, the Company may withhold a sufficient number of whole shares of Common  Stock that have an aggregate fair market value sufficient to pay the Tax-Related Items  required to be withheld with respect to this Award.  The cash equivalent of the shares of  Common Stock withheld will be used to settle the obligation to withhold the Tax-Related  Items (determined in the Company’s and/or Employer’s reasonable discretion).  No  fractional shares of Common Stock will be withheld or issued pursuant to the grant of the  Deferred Shares and the issuance of Common Stock hereunder.  Alternatively, the  Company and/or your Employer may, in its discretion, withhold any amount necessary to  pay the Tax-Related Items from your salary, wages or other amounts payable to you,  with no withholding in shares of Common Stock.  In the event the withholding  requirements are not satisfied through the withholding of shares or through your salary,  wages or other amounts payable to you, no shares of Common Stock will be issued  upon vesting of this Award unless and until satisfactory arrangements (as determined by  the Company or your Employer) have been made by you with respect to the payment of  any Tax-Related Items which the Company or your Employer determines, in its sole  discretion, must be withheld or collected with respect to such Award.    





 






    Information Classification: Limited Access  167    Depending on the withholding method, the Company and/or your Employer may withhold  for Tax-Related Items by considering any applicable statutory withholding amounts or  other applicable withholding rates, including maximum applicable rates.  If you are  subject to taxation in more than one jurisdiction, you hereby expressly acknowledge that  the Company, your Employer or another Subsidiary may be required to withhold and/or  account for Tax-Related Items in more than one jurisdiction.  By accepting this Award, you hereby expressly consent to the withholding of shares of  Common Stock and/or cash as provided for hereunder.  All other Tax-Related Items  related to this Award and any Common Stock delivered in payment thereof, including the  extent to which the Company or your Employer does not so-withhold shares of Common  Stock and/or cash, are your sole responsibility.    12. Changes in Capitalization or Corporate Structure.  This Award is subject to adjustment pursuant to Section 10(a) of the Plan in the  circumstances therein described.  13. Employee Rights.    Nothing in this Award shall be construed to guarantee you any right of employment with  the Company 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  and all Subsidiaries that may arise; if, notwithstanding the foregoing, any such claim is  found by a court of competent jurisdiction to have arisen, then, by accepting this  Agreement, you shall be deemed irrevocably to have waived your entitlement to pursue  such claim. In the event your employment ends and you are subsequently rehired by the  Company or any Subsidiary, no Award previously forfeited or recovered will be  reinstated.  14. Non-Transferability, Etc.  This Award shall not be transferable other than (1) by will or the laws of descent and  distribution or (2) pursuant to the terms of a court-approved domestic relations order,  official marital settlement agreement or other divorce or settlement instrument  satisfactory to State Street, in its sole discretion.  In the case of transfer pursuant to (2)  above, this Award shall remain subject to all the terms and conditions contained in the  Plan and this Agreement, including vesting, forfeiture and clawback terms and  conditions.  Any attempt by you (or in the case of your death, by your Designated  Beneficiary) to assign or transfer this Award, either voluntarily or involuntarily, contrary to  the provisions hereof, shall be null, void and without effect and shall render this Award  itself null and void.  





 






    Information Classification: Limited Access  168    15. Compliance with Section 409A of the Code.    (a) The provisions of this Award are intended to be exempt from, or  compliant with, Section 409A of the Code, and shall be construed and interpreted  consistently therewith.  Notwithstanding the foregoing, neither the Company nor any  Subsidiary shall have any liability to you or to any other person if this Award is not so  exempt or compliant.  (b) If and to the extent  (ii)  any portion of any payment, compensation or other benefit  provided to you pursuant to the Plan in connection with your employment  termination constitutes “nonqualified deferred compensation” within the  meaning of Section 409A of the Code, and   (iii) you are a specified employee as defined in Section  409A(a)(2)(B)(i) of the Code, in each case as determined by the  Company in accordance with its procedures, by which determinations  you (through accepting this Award) agree that you are bound, such  portion of the payment, compensation or other benefit shall not be paid  before the day that is six months plus one day after the date of  “separation from service” (as determined under Section 409A of the  Code) (the “New Payment Date”), except as Section 409A of the Code  may then permit.  The aggregate of any payments that otherwise would  have been paid to you during the period between the date of separation  from service and the New Payment Date shall be paid to you in a lump  sum on such New Payment Date, and any remaining payments will be  paid on their original deferral schedule.  16. Miscellaneous.  (a) Awards Discretionary.  By accepting this Award, you acknowledge and  agree that the Plan is discretionary in nature and limited in duration, and may be  amended, cancelled, forfeited, or terminated by the Company, in its sole discretion, at  any time.  The grant of this Award is a one-time benefit and does not create any  contractual or other right to receive an award, compensation or benefits in lieu of an  award in the future.  Future awards, if any, will be at the sole discretion of the Company,  including, but not limited to, the form and timing of an award, the number of shares of  Common Stock subject to an award, and forfeiture, clawback and vesting provisions.  (b) Company and Committee Discretion.  Sections 3, 4, 5, 6, 7 and 8 of  this Agreement are intended to comply with and meet the requirements of applicable law  and related implementing regulations regarding incentive compensation and will be  interpreted and administered accordingly as well as in accordance with any  implementing policies and practices of the Company or its relevant Subsidiaries in effect  from time to time.  In making determinations under such Sections, the Company, the  relevant Subsidiary or the Board, as applicable, may take into account, in its sole  discretion, all factors that it deems appropriate or relevant.  Furthermore, the Company,  the relevant Subsidiary or the Board may, as applicable, take any and all actions it  deems necessary or appropriate in its sole discretion, as permitted by applicable law, to  implement the intent of Sections 4, 5, 6, 7 and 8, including suspension of vesting and  





 






    Information Classification: Limited Access  169    payment pending an investigation or the determination by the Company, the relevant  Subsidiary or the Board as applicable.  Each such Section is without prejudice to the  provisions of the other Sections, and the Company, the relevant Subsidiary or the Board,  as applicable, may elect or be required to apply any or all of the provisions of Sections 3,  4, 5, 6, 7 and 8 to this Award.  (c) Voluntary Participation.  Your participation in the Plan is voluntary.  The  value of this Award is an extraordinary item of compensation, is outside the scope of  your employment contract, if any, and is not part of your normal or expected  compensation for purposes of calculating any severance, resignation, redundancy, end  of service payments, bonuses, long-service awards, pension or retirement benefits or  similar payments.  (d) Electronic Delivery.  The Company or any of its Subsidiaries may, in its  sole discretion, decide to deliver any documents related to this Award by electronic  means.  You hereby consent to receive such documents by electronic delivery and  agree to participate in the Plan through an on-line or electronic system, including the  Website, established and maintained by the Company, any of its Subsidiaries, the Equity  Administrator or another party designated by the Company.  (e) Electronic Acceptance.  By accepting this Award electronically,    (i)  you acknowledge and agree that you are bound by the terms of  this Agreement and the Plan and that you and this Award are subject to all of the  rights, power and discretion of the Company, its Subsidiaries and the Board set  forth in this Agreement and the Plan; and    (ii)  this Award is deemed accepted by the Company and the  Company shall be deemed to be bound by the terms of this Agreement.  (f) Language.  By Participating in the Plan, you acknowledge that you are  sufficiently proficient in English or have consulted with an advisor who is sufficiently  proficient in English so as to allow you to understand the terms and conditions of this  Agreement.  You acknowledge and agree that it is your express intent that this  Agreement, the Plan and all other documents, notices and legal proceedings entered  into, given or instituted pursuant to this Award, be drawn up in English.  If you have  received this Agreement, the Plan or any other documents related to this Award  translated into a language other than English, and if the meaning of the translated  version is different than the English version, the English version will prevail to the extent  permitted under local law. France: Une version française du présent Contrat peut être  consultée sur l’intranet. Poland: Kopię tej Umowy w języku polskim może Pan/Pani  otrzymać wchodząc na Stronę.  (g) Additional Requirements.  The Company reserves the right to impose  other requirements on this Award, any shares of Common Stock acquired pursuant to  this Award, and your participation in the Plan, to the extent the Company determines, in  its sole discretion, that such other requirements are necessary or advisable in order to  comply with local laws, rules and regulations, or to facilitate the operation and  administration of this Award and the Plan.  Such requirements may include (but are not  limited to) requiring you to sign any agreements or undertakings that may be necessary  





 






    Information Classification: Limited Access  170    to accomplish the foregoing.  Further, issuance of Common Stock hereunder is subject  to compliance by the Company and you with all legal requirements applicable thereto,  including compliance with the requirements of 12 C.F.R. Part 359, and with all applicable  regulations of any stock exchange on which the Common Stock may be listed at the time  of issuance.  (h) Public Offering.  If you are a resident and/or employed outside the  United States, the grant of this Award is not intended to be a public offering of securities  in your country of residence (and country of employment, if different).  The Company has  not submitted any registration statement, prospectus or other filings with the local  securities authorities (unless otherwise required under local law), and the grant of this  Award is not subject to the supervision of the local securities authorities.  (i) Limitation of Liability.  No individual acting as a director, officer,  employee or agent of the Company or any of its Subsidiaries will be liable to you or any  other person for any action, including any Award forfeiture, Award recovery or other  discretionary action taken pursuant to this Agreement or any related implementing policy  or procedure of the Company.    (j) Insider Trading.  By participating in the Plan, you agree to comply with  the Company’s policy on insider trading (to the extent that it is applicable to you).  You  further acknowledge that, depending on your country of residence (and country of  employment, if different) or your broker’s country of residence or where the shares of  Common Stock are listed, you may be subject to insider trading restrictions and/or  market abuse laws which may affect your ability to accept, acquire, sell or otherwise  dispose of the shares of Common Stock, rights to shares of Common Stock (e.g., this  Award) or rights linked to the value of shares of Common Stock, during such times you  are considered to have “inside information” regarding the Company (as defined by the  laws or regulations in your country of residence (and country of employment, if different).  Local insider trading laws and regulations may prohibit the cancellation, forfeiture or  amendment of orders you place before you possess inside information.  Furthermore,  you are prohibited from   (i) disclosing the inside information to any third party (other than on a  “need to know” basis) and   (ii) “tipping” third parties or causing them otherwise to buy or sell  securities.  You understand that third parties include fellow employees.    Any restriction under these laws or regulations is separate from and in addition to  any restrictions that may be imposed under any applicable Company insider trading  policy.  You hereby expressly acknowledge that it is your responsibility to be informed of  and compliant with such regulations, and should consult with your personal advisor for  additional information.  (k) Exchange Rates.  Neither the Company or any Subsidiary shall be liable  for any foreign exchange rate fluctuation, where applicable, between your local currency  and the United States dollar that may affect the value of an Award or of any amounts  due to you pursuant to the settlement of this Award or the subsequent sale of any shares  of Common Stock acquired under the Plan.  





 






    Information Classification: Limited Access  171    (l) Applicable Law.  This Agreement shall be subject to and governed by  the laws of the Commonwealth of Massachusetts, United States of America without  regard to that Commonwealth’s conflicts of law principles.  17. Application of Local Law and Countries Addendum.  (a) Notwithstanding Section 16(l), this Award shall be subject to all applicable  laws, rules and regulations of your country of residence (and country of employment, if  different) and any special terms and conditions for your country of residence (and  country of employment, if different), including as set forth in the addendum that follows  this Agreement ("Countries Addendum"), but limited to the extent required by local law.   The Company reserves the right, in its sole discretion, to add to or amend the terms and  conditions set out in the Countries Addendum as necessary or advisable in order to  comply with applicable laws, rules and regulations or to facilitate the operation and  administration of this Award and the Plan, including (but not limited to) circumstances  where you transfer residence and/or employment to another country.  (b) As a condition to this Award, you agree to repatriate all payments  attributable to the Common Stock acquired under the Plan in accordance with local  foreign exchange rules and regulations in your country of residence (and country of  employment, if different).  In addition, you also agree to take any and all actions, and  consent to any and all actions taken by the Company and its Subsidiaries, as may be  required to allow the Company and its Subsidiaries to comply with local laws, rules and  regulations in your country of residence (and country of employment, if different).   Finally, you agree to take any and all actions as may be required to comply with your  personal legal, tax and other obligations under local laws, rules and regulations in your  country of residence (and country of employment, if different).  18. Data Privacy.   The Company is located at One Lincoln Street, Boston, Massachusetts, 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.  (d) Data Collection, Processing and Usage. Pursuant to applicable data  protection laws, you are hereby notified that the Company and your Employer collect,  process and use certain personal data about you for the legitimate interest of  implementing, administering and managing the Plan and generally administering   Awards; specifically, including your name, home address, email address and telephone  number, date of birth, social security number, social insurance number or other  identification number, salary, citizenship, job title, any shares of Common Stock or  directorships held in the Company, and details of all Awards or any other incentive  compensation awards granted, canceled, forfeited, exercised, vested, or outstanding in  your favor, which the Company receives from you or your Employer. In granting Awards  under the Plan, the Company will collect your personal data for purposes of allocating  Awards and implementing, administering and managing the Plan.  The Company’s  collection, processing and use of your personal data is necessary for the performance of  the Company’s contractual obligations under the Plan and pursuant to the Company’s  legitimate interest of managing and generally administering employee incentive  compensation awards. Your refusal to provide personal data would make it impossible  for the Company to perform its contractual obligations and may affect your ability to  





 






    Information Classification: Limited Access  172    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.    (e) Equity Administrator. The Company transfers your personal data to the  Equity Administrator, which assists the Company with the implementation, administration  and management of the Plan.  In the future, the Company may select a different Equity  Administrator and share your personal data with another company that serves in a  similar manner.  The Equity Administrator will open an account for you to track your  Award and to ultimately receive and trade shares of Common Stock acquired under the  Plan. You will be asked to agree on separate terms and acknowledge data processing  practices with the Equity Administrator, which is a condition to your ability to participate  in the Plan.  (f) 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.    **********************************    APPENDIX A  COUNTRIES ADDENDUM   TO [    ] DEFERRED STOCK AWARD AGREEMENT    STATE STREET CORPORATION  2017 STOCK 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.    





 






    Information Classification: Limited Access  173    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 or the Common Stock.      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  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.   





 






    Information Classification: Limited Access  174    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.  17. 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.  (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.  





 






    Information Classification: Limited Access  175    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.  18. Assignment and Disclosure.    (a) You acknowledge that, by reason of being employed by your Employer, to  the extent permitted by law, all works, deliverables, products, methodologies and other  work product conceived, created and/or reduced to practice by you, individually or jointly  with others, during the period of your employment by your Employer and relating to the  Company or any of its Subsidiaries or demonstrably anticipated business, products,  activities, research or development of the Company or any of its Subsidiaries or resulting  from any work performed by you for the Company or any of its Subsidiaries, including,  without limitation, any track record with which you may be associated as an investment  manager or fund manager (collectively, “Work Product”), that consists of copyrightable  subject matter is "work made for hire" as defined in the Copyright Act of 1976 (17 U.S.C.  § 101), and such copyrights are therefore owned, upon creation, exclusively by State  Street. To the extent the foregoing does not apply and to the extent permitted by law,  you hereby assign and agree to assign, for no additional consideration, all of your rights,  title and interest in any Work Product and any intellectual property rights therein to State  Street.  You hereby waive in favor of State Street any and all artist’s or moral rights  (including without limitation, all rights of integrity and attribution) you may have pursuant  to any state, federal or foreign laws, rules or regulations in respect of any Work Product  and all similar rights thereto.  You will not pursue any ownership or other interest in such  Work Product, including, without limitation, any intellectual property rights.   (b) You will disclose promptly and in writing to the Company or your  Employer all Work Product, whether or not patentable or copyrightable.  You agree to  reasonably cooperate with State Street:   (i) to transfer to State Street the Work Product and any intellectual  property rights therein;   (ii) to obtain or perfect such right;   (iii) to execute all papers, at State Street’s expense, that State Street  shall deem necessary to apply for and obtain domestic and foreign patents,  copyright and other registrations; and   (iv) to protect and enforce State Street’s interest in them.    (c) These obligations shall continue beyond the period of your employment  with respect to inventions or creations conceived or made by you during the period of  your employment.  19. Non-Solicitation.   (a) This Paragraph 3 shall apply to you at any time that you hold the title of  Vice President or higher.  





 






    Information Classification: Limited Access  176    (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.  20. 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  





 






    Information Classification: Limited Access  177    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).  21. 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.  (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  





 






    Information Classification: Limited Access  178         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 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.  





 






    Information Classification: Limited Access  179    (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 C.  You can find your Job Family in the  State Street human resources information system (in MyWorkday, navigate to View  Profile by clicking the cloud icon in the upper right corner of your screen, click View  Profile, and then select the Job tab).  22. 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 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:    





 






    Information Classification: Limited Access  180    (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.    23. 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.  24. 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.  25. 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.  26. No Waiver.  No delay by your Employer, the Company or any of its Subsidiaries  





 






    Information Classification: Limited Access  181    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.  27. 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.  28. 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.  29. 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.   30. 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.  31. 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.  32. 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  





 






    Information Classification: Limited Access  182    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.  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.      





 






    Information Classification: Limited Access  183    2. Tax Deferral.  This Award is intended to be subject to tax deferral under  Subdivision 83A-C of the Income Tax Assessment Act 1997 (subject to the conditions  and requirements thereunder).    3.  Offer Document.  The terms of your Award incorporate the rules of the Plan, the  Agreement, this Countries Addendum and the provisions of the Offer Document found in  Appendix B.  The Offer Document is hereby incorporated into, and forms an integral and  material part of, the Agreement and this Countries Addendum.  By accepting your  Award, you will be bound by the rules of the Plan, the Agreement, this Countries  Addendum and the attached Offer Document.     5. 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.  (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  





 






    Information Classification: Limited Access  184    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.       7. 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 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  8. Non-Solicitation.   





 






    Information Classification: Limited Access  185    (d) This Paragraph 6 shall apply to you at any time that you hold the title of  Vice President or higher.  (e) 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.  (f) For purposes of this Paragraph 6:  (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.  (iii) “Restraint Period" mean:   (1) a period of 18 months from the termination date of your  employment, or if such period is held unenforceable by a court of  competent jurisdiction, then   (2) a period of 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 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 6 months from the termination date of your  employment.  (iv) 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 6 shall be inapplicable following a Change  in Control.  8. 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  





 






    Information Classification: Limited Access  186    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.  (b) Notice Period Upon Resignation.    (vii) 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).  (viii) During the Notice Period, you will cooperate with your Employer,  as well as the Company and its Subsidiaries, and provide them with any  requested information to assist with transitioning your duties, accomplishing its or  their business, and/or preserving its or their client and customer relationships.   (ix) 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.  (x) You agree that should you fail to provide advance notice of your  resignation as required in this Paragraph 7, 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  





 






    Information Classification: Limited Access  187    required but not provided, and for the period of restriction under Paragraph 7(b),  if applicable, in addition to any other remedies available under law  (xi) 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.  (xii) Notwithstanding the foregoing, if you hold the title of Executive  Vice President or higher this Paragraph 7 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).  (c) Non-Competition.  (vii) 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.  (viii) 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:  (4) 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;  (5) 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  (6) 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.   (ix) The Non-Compete Period will continue after the termination of  your employment for any reason under the following circumstances:  





 






    Information Classification: Limited Access  188    If at the time of termination:  Then the Non- Compete Period will  continue for:       You were an Executive Vice President or  higher  d) 12 months  from the  termination  date of your  employment,  or if such  period is held  unenforceable  by a court of  competent  jurisdiction,  then  e) 9 months  from the  termination  date of your  employment,  or if such  period is held  unenforceable  by a court of  competent  jurisdiction,  then  f) 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  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   c) 6 months  from the  termination  date of your  employment,  or if such  period is held  unenforceable  by a court of  





 






    Information Classification: Limited Access  189    competent  jurisdiction,  then  d) 3 months  from the  termination  date of your  employment.        You were a Vice President working in one of  the Specified Job Families 3 months  (x) 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.  (xi) The period of months 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.  (xii) 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.  (d) 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 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.”  





 






    Information Classification: Limited Access  190    (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 7(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.  (x)   “Solicitation of Business” means the attempt through direct or  indirect contact by you or by any other Person with your  assistance to induce a Client to:    i. transfer the Client’s business from the Company or any of its  Subsidiaries to any other Person;   ii. cease or curtail the Client’s business with the Company or any of  its Subsidiaries; or   iii. divert a business opportunity from the Company or any of its  Subsidiaries to any other Person.    (xi) “Specified Job Families” are those job families which State Street  has identified as having access to confidential and proprietary  information, trade secrets, or good will that require protection  following termination of employment for any reason. Specified Job  Families are listed in Appendix C.  You can find your Job Family in  the State Street human resources information system (in  MyWorkday, navigate to View Profile by clicking the cloud icon in  the upper right corner of your screen, click View Profile, and then  select the Job tab).    





 






    Information Classification: Limited Access  191    17. 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.  18. 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.   19. 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.  20. 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.  21. 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 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.  22. 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  





 






    Information Classification: Limited Access  192    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.  23. 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.  24. Notification Requirement. During the period of restriction under Paragraph 6(b)  –(c) above and for a further 45 days after that period of restriction has expired, you shall  give notice to the Company of each new business activity you plan to undertake, at least  5 business days prior to beginning any such activity.  Such notice shall state the name  and address of the Person for whom such activity is undertaken and the nature of your  business relationship(s) and position(s) with such Person.  You shall provide the  Company with such other pertinent information concerning such business activity as the  Company may reasonably request in order to determine your continued compliance with  your obligations under this Addendum.  25. Certain Limitations.  (c) 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.  (d) 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  ______________________________________________________________________    





 






    Information Classification: Limited Access  193    No country-specific provisions.       E. BRAZIL  ______________________________________________________________________    1. Compliance with Law.  By accepting the Award, you expressly  acknowledge and agree to comply with applicable Brazilian laws and to pay any and all  applicable taxes associated with the vesting of the Award, the receipt of any dividends,  and the sale of shares of Common Stock acquired under the Plan.    2. Labor Law Acknowledgment.  You expressly acknowledge and agree  that, for all legal purposes, (a) the benefits provided pursuant to the Agreement and the  Plan are the result of commercial transactions unrelated to your employment; (b) the  Agreement and the Plan are not a part of the terms and conditions of your employment;  and (c) the income you realize from the Award, if any, is not part of your remuneration  from employment.      BY ELECTRONICALLY ACCEPTING THE AGREEMENT AND THIS COUNTRIES  ADDENDUM, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THE TERMS  AND CONDITIONS OF THE PLAN, YOUR AGREEMENT AND THIS COUNTRIES  ADDENDUM.      *     *    *     *    *   *   *      F. 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 in the Deferred Shares, if any, 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  





 






    Information Classification: Limited Access  194    standards legislation explicitly requires continued vesting during a statutory notice  period, then the additional vesting provided under Section 9 is deemed to be inclusive of  any enti t lements that arise during the applicable statutory notice period.      3. Settlement in Shares of Common Stock.  Notwithstanding anything to the  contrary in the Agreement, this Countries Addendum or the Plan, your Award may, in the  sole discretion of the Company, be settled entirely in shares of Common Stock, entirely  in cash, or any combination of shares of Common Stock and cash at the discretion of the  Administrator.    3. Use of English Language.  The following provision will apply if you are a  resident of Quebec:    You acknowledge and agree that it is your express wish that the Agreement, as  well as all documents, notices and legal proceedings entered into, given or  instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in  English.     In French:    Vous reconnaissez et consentez 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  ______________________________________________________________________    1. Award Conditioned on Satisfaction of Regulatory Obligations.  If you  are a national of the Peoples’ Republic of China (“PRC”), this Award is conditioned upon  the Company securing all necessary approvals from the PRC State Administration of  Foreign Exchange (“SAFE”) to permit the operation of the Plan and the participation of  PRC nationals employed by the Company or a Subsidiary, as determined by the  Company in its sole discretion.  





 






    Information Classification: Limited Access  195    2. Common Stock Must Remain With Equity Administrator.  You agree  to hold the shares of Common Stock received upon settlement of this Award with the  Equity Administrator until the shares are sold.  3. Exchange Control Restrictions.  You understand and agree that, if you  are subject to exchange control laws in China, you will be required immediately to  repatriate to China the proceeds from the sale of any shares of Common Stock acquired  under the Plan.  You further understand that such repatriation of proceeds shall be  effected through a special bank account established by the Company, and you hereby  consent and agree that proceeds from the sale of shares of Common Stock acquired  under the Plan may be transferred to such account by the Company on your behalf prior  to being delivered to you and that no interest shall be paid with respect to funds held in  such account.  The proceeds may be paid to you in U.S. dollars or local currency at the  Company’s discretion.  If the proceeds are paid to you in U.S. dollars, you understand  that a U.S. dollar bank account in China must be established and maintained so that the  proceeds may be deposited into such account.  If the proceeds are paid to you in local  currency, you acknowledge that the Company is under no obligation to secure any  particular exchange conversion rate and that the Company may face delays in  converting the proceeds to local currency due to exchange control restrictions.  You  agree to bear any currency fluctuation risk between the time the shares of Common  Stock are sold and the net proceeds are converted into local currency and distributed to  you.  You further agree to comply with any other requirements that may be imposed by  the Company in the future in order to facilitate compliance with exchange control  requirements in China.  4.  Sale of Shares upon Termination of Employment.  If you are a PRC  national and you cease to be employed by the Company and its Subsidiaries for any  reason, you will be required to sell all shares of Common Stock acquired upon vesting of  this Award within such time frame as may be required by the SAFE or the Company (in  which case, by accepting this Award, you hereby expressly authorize the Company to  issue sales instructions on your behalf).  You agree to sign any additional agreements,  forms and/or consents that reasonably may be requested by the Company (or the  Company’s designated brokerage firm) to effectuate the sale of the shares of Common  Stock (including, without limitation, as to the transfer of the sale proceeds and other  exchange control matters noted above) and shall otherwise cooperate with the Company  with respect to such matters.  You acknowledge that neither the Company nor the  designated brokerage firm is under any obligation to arrange for such sale of shares of  Common Stock at any particular price (it being understood that the sale will occur in the  market) and that broker’s fees and similar expenses may be incurred in any such sale.   In any event, when the shares of Common Stock are sold, the sale proceeds, less any  withholding of Tax-Related Items, any broker’s fees or commissions, and any similar  expenses of the sale will be remitted to you in accordance with applicable exchange  control laws and regulations.  5. Administration.  The Company shall not be liable for any costs, fees, lost  interest or dividends or other losses you may incur or suffer resulting from the  enforcement of the terms of this Countries Addendum or otherwise from the Company’s  operation and enforcement of the Plan, the Agreement and this Award in accordance  with Chinese law including, without limitation, any applicable SAFE rules, regulations  and requirements.  





 






    Information Classification: Limited Access  196      *     *    *     *    *   *   *    L. 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.  *     *    *     *    *   *   *      M. GERMANY    ______________________________________________________________________    Subsection (a)(ii) of Section 4 General Circumstances of Forfeiture shall not apply to an  Award subject to this Agreement.      *     *    *     *    *   *   *      N. 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  





 






    Information Classification: Limited Access  197    Retirement Schemes Ordinance (“ORSO”).  To the extent any court, tribunal or  legal/regulatory body in Hong Kong determines that the Plan constitutes an occupational  retirement scheme for the purposes of ORSO, the grant of the Deferred Shares shall be  null and void.  3.  Settlement in Shares of Common Stock.  Notwithstanding Section 2(b) of the  Agreement, this Award shall be paid in shares of Common Stock only and does not  provide any right for you to receive a cash payment.  6. Award Benefits Are Not Wages.  This Award and the shares of Common Stock  underlying this Award do not form part of your wages for purposes of calculating any  statutory or contractual payments under Hong Kong Law.    7. Confidentiality.    (a) You acknowledge that you have access to Confidential Information which  is not generally known or made available to the general public and that such Confidential  Information is the property of the Company, its Subsidiaries or its or their licensors,  suppliers or customers.  Subject to Paragraph 17, below, you agree specifically as  follows, in each case whether during your employment or following the termination  thereof:   (i) You will always preserve as confidential all Confidential  Information, and will never use it for your own benefit or for the benefit  of others; this includes that you will not use the knowledge of activities  or positions in clients’ securities portfolio accounts or cash accounts  for your own personal gain or for the gain of others.  (ii) You will not disclose, divulge, or communicate Confidential  Information to any unauthorized person, business or corporation  during or after the termination of your employment with the Company  and its Subsidiaries.  You will use your best efforts and exercise due  diligence to protect, to not disclose and to keep as confidential all  Confidential Information.  (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.  (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 Classification: Limited Access  198    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.  7. Assignment and Disclosure.    (a) You acknowledge that, by reason of being employed by your Employer, to  the extent permitted by law, all works, deliverables, products, methodologies and other  work product conceived, created and/or reduced to practice by you, individually or jointly  with others, during the period of your employment by your Employer and relating to the  Company or any of its Subsidiaries or demonstrably anticipated business, products,  activities, research or development of the Company or any of its Subsidiaries or resulting  from any work performed by you for the Company or any of its Subsidiaries, including,  without limitation, any track record with which you may be associated as an investment  manager or fund manager (collectively, “Work Product”), that consists of copyrightable  subject matter is "work made for hire" as defined in the Copyright Act of 1976 (17 U.S.C.  § 101), and such copyrights are therefore owned, upon creation, exclusively by State  Street. To the extent the foregoing does not apply and to the extent permitted by law,  you hereby assign and agree to assign, for no additional consideration, all of your rights,  title and interest in any Work Product and any intellectual property rights therein to State  Street.  You hereby waive in favor of State Street any and all artist’s or moral rights  (including without limitation, all rights of integrity and attribution) you may have pursuant  to any state, federal or foreign laws, rules or regulations in respect of any Work Product  and all similar rights thereto.  You will not pursue any ownership or other interest in such  Work Product, including, without limitation, any intellectual property rights.   (b) You will disclose promptly and in writing to the Company or your  Employer all Work Product, whether or not patentable or copyrightable.  You agree to  reasonably cooperate with State Street:   (i) to transfer to State Street the Work Product and any  intellectual property rights therein;   (ii) to obtain or perfect such right;   (iii) to execute all papers, at State Street’s expense, that State  Street shall deem necessary to apply for and obtain domestic and  foreign patents, copyright and other registrations; and   (iv) to protect and enforce State Street’s interest in them.    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.    8. Non-Solicitation.    





 






    Information Classification: Limited Access  199    (f) This Paragraph 7 shall apply to you at any time that you hold the title of  Vice President or higher.  (g) 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.  (h) “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.”   (i) “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.    (j) “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.  17. 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  





 






    Information Classification: Limited Access  200    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 8 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.  





 






    Information Classification: Limited Access  201    (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 8(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  





 






    Information Classification: Limited Access  202    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    (iv)  The period referred to in Paragraph 8(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 8(a)(ii)  above.  (v) Nothing in this Paragraph 8 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  





 






    Information Classification: Limited Access  203    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).  (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 C.  You can find  your Job Family in the State Street human resources information system (in  MyWorkday, navigate to View Profile by clicking the cloud icon in the upper right  corner of your screen, click View Profile, and then select the Job tab).  18. 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    19. 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  





 






    Information Classification: Limited Access  204    protection of the periods agreed to herein.    20. 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.    21. 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.    22. Interpretation of Business Protections.  The agreements made by you  in Paragraphs 5, 6, 7 and 8 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.    23. 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.    24. 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.    25. Notification Requirement.  Until 45 days after the period of restriction  under Paragraph 8(b) expires, you shall give notice to your Employer of each new  business activity you plan to undertake, at least 5 business days prior to beginning any  such activity.  Such notice shall state the name and address of the Person for whom  such activity is undertaken and the nature of your business relationship(s) and  position(s) with such Person.  You shall provide your Employer with such other pertinent  





 






    Information Classification: Limited Access  205    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.    26. Certain Limitations  (b) 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.    (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. 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.  3. Repatriation.  You expressly agree to repatriate all sale proceeds and dividends  attributable to shares of Common Stock acquired under the Plan in accordance with  local foreign exchange control rules and regulations. Neither the Company nor any of its  Subsidiaries shall be liable for any fines and penalties resulting from your failure to  comply with applicable laws, rules or regulations.    





 






    Information Classification: Limited Access  206    4. Covenants.   In consideration of your receipt of this Award, you expressly agree  to comply with the terms and conditions below without regard to whether or not any  amount has been forfeited, paid, delivered or repaid, under this Award at any time,  including the time you separate from service with the Company and its Subsidiaries.   Failure to comply with the terms and conditions of this Countries Addendum may result  in the sole determination of the Company in the forfeiture of any or all of the amounts  remaining to be paid under this Award.  In addition, your eligibility to participate in the Plan in the future, including any potential  future grants of awards under the Plan (or any successor incentive plan of the  Company), is subject to and conditioned on your compliance with the terms and  conditions of this Countries Addendum.   This Countries Addendum contains a covenant not to compete in Paragraph 5 which  shall apply to you under the circumstances described in Paragraph 5.  You should  review it carefully. You may consult with an attorney before accepting the Award. You  may consider whether you wish to accept the Award for up to 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.  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 18 below, you agree specifically as  follows, in each case whether during your employment or following the termination  thereof:   (i) You will always preserve as confidential all Confidential  Information, and will never use it for your own benefit or for the benefit of others;  this includes that you will not use the knowledge of activities or positions in  clients’ securities portfolio accounts or cash accounts for your own personal gain  or for the gain of others.  (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.  





 






    Information Classification: Limited Access  207    (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.  5. Assignment and Disclosure.    (f) 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.   (g) 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  





 






    Information Classification: Limited Access  208    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.  (h) 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.   (i) 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.     (j) 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 5 shall apply to you at any time that you hold the title of  Vice President or higher.  (b) You agree that, during your employment and for a period of eighteen (18)  months from the date your employment terminates for any reason you will not, without  the prior written consent of the Company or your Employer:   (i) solicit, directly or indirectly (other than through a general  solicitation of employment not specifically directed to employees of the Company  or any of its Subsidiaries), the employment of, hire or employ, recruit, or in any  way assist another in soliciting or recruiting the employment of, or otherwise  induce the termination of the employment of, any person who then or within the  preceding twelve (12) months was an officer of the Company or any of its  Subsidiaries (excluding any such officer whose employment was involuntarily  terminated); or   (ii) engage in the Solicitation of Business from any Client on behalf of  any person or entity other than the Company or any of its Subsidiaries; or  





 






    Information Classification: Limited Access  209    (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 5, “officer” shall include any person  holding a position title of Assistant Vice President or higher.  Notwithstanding the  foregoing, this Paragraph 5 shall be inapplicable following a Change in Control.    20. Notice Period Upon Resignation.    (a) This Paragraph 6 shall apply to you at any time that you hold the title of  Vice President or higher.  If you are subject to an employment agreement that requires a  longer notice period, that employment agreement shall govern.  (b) In order to permit the Company and its Subsidiaries to safeguard their  business interests and goodwill in the event of your resignation from employment for any  reason, you agree to give your Employer advance notice of your resignation.  The  duration of the advance notice you provide (the “Notice Period”) will be determined at the  time you deliver such notice, as follows:  (i) if you are a member of the Management Committee, you will give  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 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,  





 






    Information Classification: Limited Access  210    to accrue any paid vacation time), and shall continue to comply with the applicable  policies of your Employer, the Company and its Subsidiaries.    (f) You agree that should you fail to provide advance notice of your  resignation as required in this Paragraph 6, your Employer, the Company or any of its  Subsidiaries shall be entitled to seek injunctive relief restricting you from employment for  a period equal to the period for which notice of resignation was required but not  provided, and for the period of restriction under Paragraph 7, if applicable, in addition to  any other remedies available under law.   (g) If you have sixty (60) or fewer days’ notice remaining in your required  Notice Period under this Paragraph 6, your Employer, or the Company, or any of its  Subsidiaries may, at any time during the remainder of your Notice Period, release you  from your obligations under this Paragraph 6 and give immediate effect to your  resignation; provided that such action shall not affect your other obligations under this  Countries Addendum.    (h) Notwithstanding the foregoing, if you hold the title of Executive Vice  President or higher this Paragraph 6 shall not apply in the event you terminate your  employment for Good Reason on or prior to the first anniversary of a Change in Control  (each as defined in the Plan).  21. Non-Competition.  (a) This Paragraph 7 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 7(c) below (the entire period, including both during  employment and after employment, if any, the “Non-Compete Period”), you will not,  anywhere in the Restricted Area, for yourself or any other person or entity, directly or  indirectly, in any Restricted Capacity, engage in, provide services to, consult for, or be  employed by a business that provides products or services competitive with any  products or services of your Employer, the Company or any of its Subsidiaries with  respect to which you were involved at any time during your employment or, with respect  to the portion of the Non-Compete Period that follows termination of your employment,  within the two years preceding the date of the termination of your employment.  (c) Unless one of the exceptions in Paragraph 7(d) applies to you, the Non- Compete Period will continue after the termination of your employment for any reason  under the following circumstances:  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  





 






    Information Classification: Limited Access  211    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 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.  





 






    Information Classification: Limited Access  212    (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 C.  You can find your Job Family in the  State Street human resources information system (in MyWorkday, navigate to View  Profile by clicking the cloud icon in the upper right corner of your screen, click View  Profile, and then select the Job tab).  22. 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.    23. Post-Employment Cooperation.  You agree that, following the termination of  





 






    Information Classification: Limited Access  213    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.  24. 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.  25. 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.  26. 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.  27. Relationship to Other Agreements.  This Addendum supplements and does  not limit, amend or replace any other obligations you may have under applicable law or  





 






    Information Classification: Limited Access  214    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.  28. Interpretation of Business Protections.  The agreements made by you in  Paragraphs, 3, 4, 5, 6 and 7 above shall be construed and interpreted in any judicial or  other adjudicatory proceeding to permit their enforcement to the maximum extent  permitted by law, and each of the provisions to this Countries Addendum is severable  and independently enforceable without reference to the enforcement of any other  provision.  If any restriction set forth in this Countries Addendum is found by any court of  competent jurisdiction to be unenforceable because it extends for too long a period of  time or over too great a range of activities or in too broad a geographic area, it shall be  interpreted to extend only over the maximum period of time, range of activities or  geographic area as to which it may be enforceable.  29. 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.   30. 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.  31. Notification Requirement.  Until forty-five (45) days after the period of  restriction under Paragraph 7 expires, you shall give notice to the Company of each new  business activity you plan to undertake, at least five (5) business days prior to beginning  any such activity.  Such notice shall state the name and address of the Person for whom  such activity is undertaken and the nature of your business relationship(s) and  position(s) with such Person.  You shall provide the Company with such other pertinent  information concerning such business activity as the Company may reasonably request  in order to determine your continued compliance with your obligations under this  Countries Addendum.   32. 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.  





 






    Information Classification: Limited Access  215    (b) To the extent permitted by applicable law you shall not be held criminally  or civilly liable under any  applicable law if you disclose a Company trade secret:   (i) in confidence to a Central, State, or local government official,  either directly or indirectly, or to an attorney, solely for the purposes of reporting  or investigating a suspected violation of law; or   (ii) in a complaint or other document filed in a lawsuit or other  proceeding, if such filing is made under seal.  (c) Despite the foregoing, you also acknowledge that you are not permitted to  disclose to any third-party, including any governmental or regulatory authority, any  information learned in the course of your employment that is protected from disclosure  by any applicable privilege, including but not limited to the attorney-client privilege,  attorney work product and other privileged information   Your Employer, the Company  and its Subsidiaries do not waive any applicable privileges or the right to continue to  protect its and their privileged attorney-client information, attorney work product, and  other privileged information.   33. 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.  *  *  *  *  *  *  *  *  *     X. 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.  2. Non-Solicitation.   (f) 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.  (g) 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  





 






    Information Classification: Limited Access  216    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.  (h) “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.”   (i) “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.    (j)  “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  14. 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  





 






    Information Classification: Limited Access  217    (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 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.    15. 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  





 






    Information Classification: Limited Access  218    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  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.  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    16. Definitions.  For the purpose of this Countries Addendum, the following terms  are defined as follows:    





 






    Information Classification: Limited Access  219    (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 C.  You can find your Job Family in the  State Street human resources information system (in MyWorkday, navigate to View  Profile by clicking the cloud icon in the upper right corner of your screen, click View  Profile, and then select the Job tab).  17. 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.  18. 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  





 






    Information Classification: Limited Access  220    Countries Addendum, so that your Employer, the Company and its Subsidiaries shall  have the full protection of the periods agreed to herein.  19. 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.  20. 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.  21. 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.  22. 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.   23. 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.  24. Notification Requirement.  Until forty-five (45) days after the period of  restriction under Paragraph 2 expires, you shall give notice to the Company of each new  business activity you plan to undertake, at least 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.  25. 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  





 






    Information Classification: Limited Access  221    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.     *  *  *  *  *  *  *  *  *       Y. 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 10)  Shareholder Rights, (Section 11) Withholding of Tax-Related Items, (Section 13)  Employee Rights, (Section 14) Non-Transferability, Etc., (Section 16) Miscellaneous and  (Section 17) Application of Local Law and Countries Addendum.     18. 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  





 






    Information Classification: Limited Access  222    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.  19. 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.   





 






    Information Classification: Limited Access  223    (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.  20. 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.  (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.    21. 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.  





 






    Information Classification: Limited Access  224    (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.    (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).  22. 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  





 






    Information Classification: Limited Access  225    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      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.  





 






    Information Classification: Limited Access  226    (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 C.  You can find your Job Family in the  State Street human resources information system (in MyWorkday, navigate to View  Profile by clicking the cloud icon in the upper right corner of your screen, click View  Profile, and then select the Job tab).  23. 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:    





 






    Information Classification: Limited Access  227    (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.    24. 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.  25. 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.  26. 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.  27. No Waiver.  No delay by your Employer, the Company or any of its  





 






    Information Classification: Limited Access  228    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.  28. 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.  29. 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.  30. 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.   31. 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.  32. 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.  33. 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  





 






    Information Classification: Limited Access  229    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.      *  *  *  *  *  *  *  *    Z. JAPAN    _____________________________________________________________________    No country-specific provisions.         AA. JERSEY    ______________________________________________________________________    No country-specific provisions.       BB. 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  





 






    Information Classification: Limited Access  230    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.  2. Confidentiality.    (a) You acknowledge that you have access to Confidential Information which  is not generally known or made available to the general public and that such Confidential  Information is the property of the Company, its Subsidiaries or its or their licensors,  suppliers or customers.  Subject to Paragraph 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.”   





 






    Information Classification: Limited Access  231    (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.  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) 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  





 






    Information Classification: Limited Access  232    inventions or creations conceived or made by you during the period of your employment.  4. Non-Solicitation.   (d) This Paragraph 3 shall apply to you at any time that you hold the title of  Vice President or higher.  (e) 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.  (f) “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.    5. 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.  





 






    Information Classification: Limited Access  233    (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 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).  3. Non-Competition.  (e) 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.  (f) 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  





 






    Information Classification: Limited Access  234    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.  (g) 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.  (h) 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  





 






    Information Classification: Limited Access  235      7. Definitions.  For the purpose of this Countries Addendum, the following terms  are defined as follows:    (e) “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.    (f) “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.   (g) “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.  (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 C.  You can find your Job Family in the  State Street human resources information system (in MyWorkday, navigate to View  Profile by clicking the cloud icon in the upper right corner of your screen, click View  Profile, and then select the Job tab).  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    18. Enforcement.  You acknowledge and agree that the promises contained in this  





 






    Information Classification: Limited Access  236    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.     19. 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.    20. 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.      21. 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.    22. 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.     23. 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  





 






    Information Classification: Limited Access  237    Countries Addendum, and it shall be deemed to have been accepted by the Company.    24. 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.    25. 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.      *  *  *  *  *  *  *  *      CC. 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.    *  *  *  *  *  *  *  *    





 






    Information Classification: Limited Access  238        DD. NORWAY      ______________________________________________________________________    No country-specific provisions.       EE. 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.  17. 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.  (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  





 






    Information Classification: Limited Access  239    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.  18. 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 shall be subject to provisions of Art. 12(1) of the Act of February 4th, 1994  





 






    Information Classification: Limited Access  240    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.:  (vi) the rights of fixation and reproduction (permanently or temporarily) by  any and all means;   (vii) the rights of distribution, introduction into computer memory,  introduction to trading, letting for use or rental of the original or  copies;   (viii) the rights of public performance, exhibition, screening, broadcasting  as well as retransmission;   (ix) 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;  (x) 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.  





 






    Information Classification: Limited Access  241    (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.  19. 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.   





 






    Information Classification: Limited Access  242    (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.  20. 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.    





 






    Information Classification: Limited Access  243    (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).  21. 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  





 






    Information Classification: Limited Access  244    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 2-year period immediately  preceding such termination.  (f) “Restricted Capacity” means any capacity, or with respect to the portion  of the Non-Compete Period that follows termination of your employment, any capacity  that is the same or similar to the capacity in which you were employed by your  Employer, the Company or any of its Subsidiaries at any time within the 2-year period  immediately preceding such termination and/or involves any services that you provided  to your Employer, the Company or any of its Subsidiaries at any time within such 2-year  period.  (g) “Specified Job Families” are those job families which State Street has  identified as having access to confidential and proprietary information, trade secrets, or  good will that require protection following termination of employment for any reason.   Specified Job Families are listed in Appendix C.  You can find your Job Family in the  State Street human resources information system (in MyWorkday, navigate to View  Profile by clicking the cloud icon in the upper right corner of your screen, click View  Profile, and then select the Job tab).  (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.   





 






    Information Classification: Limited Access  245    (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.  22. 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   





 






    Information Classification: Limited Access  246    (iii) divert a business opportunity from the Company or any of  its Subsidiaries to any other person or entity.    23. 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.  24. 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.  25. 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.  26. 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.  27. 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  





 






    Information Classification: Limited Access  247    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.  28. 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.  29. 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.   30. 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.  31. 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.  32. 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:   





 






    Information Classification: Limited Access  248    (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.    *     *    *     *    *   *   *      FF. SAUDI ARABIA    ______________________________________________________________________    Securities Law Notice.  The Agreement, the Plan and all other materials regarding  participation in the Plan may not be distributed in the Kingdom of Saudi Arabia except to  such persons as are permitted under the Rules on the Offer of Securities and Continuing  Obligations issued by the Capital Market Authority.  The Capital Market Authority does not make any representation as to the accuracy or  completeness of the Agreement, and expressly disclaims any liability whatsoever for any  loss arising from, or incurred in reliance upon, any part of the Agreement. Prospective  acquirers of the securities offered hereby should conduct their own due diligence on the  accuracy of the information relating to the securities. If you do not understand the  contents of the Agreement, you should consult an authorized financial adviser.     *   *   *   *   *   *   *   *      GG. 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 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.      





 






    Information Classification: Limited Access  249    2. Qualifying Person Exemption.  The following provision shall replace  Section 16(h) of the Agreement:     The grant of the Award under the Plan is being made pursuant to the “Qualifying Person”  exemption” under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006  Ed.) (“SFA”).  The Plan has not been and will not be lodged or registered as a  prospectus with the Monetary Authority of Singapore and is not regulated by any  financial supervisory authority pursuant to any legislation in Singapore.  Accordingly,  statutory liability under the SFA in relation to the content of prospectuses shall not apply.   You should note that, as a result, the Award is subject to section 257 of the SFA and you  will not be able to make:     (c) any subsequent sale of shares of Common Stock in Singapore; or     (d) any offer of such subsequent sale of shares of Common Stock subject to the  Award in Singapore, unless such sale or offer is made pursuant to the  exemptions under Part XIII Division (1) Subdivision (4) (other than section  280) of the SFA (Chapter 289, 2006 Ed.).  18. Confidentiality.    (a) You acknowledge that you have access to Confidential Information which  is not generally known or made available to the general public and that such Confidential  Information is the property of the Company, its Subsidiaries or its or their licensors,  suppliers or customers.  Subject to Paragraph 17, below, you agree specifically as  follows, in each case whether during your employment or following the termination  thereof:   (i) You will always preserve as confidential all Confidential  Information, and will never use it for your own benefit or for the benefit of others;  this includes that you will not use the knowledge of activities or positions in  clients’ securities portfolio accounts or cash accounts for your own personal gain  or for the gain of others.  (ii) You will not disclose, divulge, or communicate Confidential  Information to any unauthorized person, business or corporation during or after  the termination of your employment with the Company and its Subsidiaries.  You  will use your best efforts and exercise due diligence to protect, to not disclose  and to keep as confidential all Confidential Information.  (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.  





 






    Information Classification: Limited Access  250    (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.  19. Assignment and Disclosure.    (a) You acknowledge that, by reason of being employed by your Employer, to  the extent permitted by law, all works, deliverables, products, methodologies and other  work product conceived, created and/or reduced to practice by you, individually or jointly  with others, during the period of your employment by your Employer and relating to the  Company or any of its Subsidiaries or demonstrably anticipated business, products,  activities, research or development of the Company or any of its Subsidiaries or resulting  from any work performed by you for the Company or any of its Subsidiaries, including,  without limitation, any track record with which you may be associated as an investment  manager or fund manager (collectively, “Work Product”), that consists of copyrightable  subject matter is "work made for hire" as defined in the Copyright Act of 1976 (17 U.S.C.  § 101), and such copyrights are therefore owned, upon creation, exclusively by State  Street. To the extent the foregoing does not apply and to the extent permitted by law,  you hereby assign and agree to assign, for no additional consideration, all of your rights,  title and interest in any Work Product and any intellectual property rights therein to State  Street.  You hereby waive in favor of State Street any and all artist’s or moral rights  (including without limitation, all rights of integrity and attribution) you may have pursuant  to any state, federal or foreign laws, rules or regulations in respect of any Work Product  and all similar rights thereto.  You will not pursue any ownership or other interest in such  Work Product, including, without limitation, any intellectual property rights.   (b) You will disclose promptly and in writing to the Company or your  Employer all Work Product, whether or not patentable or copyrightable.  You agree to  reasonably cooperate with State Street:   (i) to transfer to State Street the Work Product and any intellectual  property rights therein;   (ii) to obtain or perfect such right;   (iii) to execute all papers, at State Street’s expense, that State Street  shall deem necessary to apply for and obtain domestic and foreign patents,  copyright and other registrations; and   (iv) to protect and enforce State Street’s interest in them.    





 






    Information Classification: Limited Access  251    (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.  20. 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, 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);   (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 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.  (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.  21. 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;  





 






    Information Classification: Limited Access  252    (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.    (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).  22. Non-Competition.  (a) This Paragraph 6 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 6(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 6(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  





 






    Information Classification: Limited Access  253    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 6(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  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.   





 






    Information Classification: Limited Access  254    (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 C.  You can find your Job Family in the  State Street human resources information system (in MyWorkday, navigate to View  Profile by clicking the cloud icon in the upper right corner of your screen, click View  Profile, and then select the Job tab).  23. 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.    (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:    





 






    Information Classification: Limited Access  255    (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.    24. 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.  25. 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.  26. 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.  27. No Waiver.  No delay by your Employer, the Company or any of its  





 






    Information Classification: Limited Access  256    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.  28. 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.  29. 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.  30. 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.   31. 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.  32. 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.  33. 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  





 






    Information Classification: Limited Access  257    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.   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  





 






    Information Classification: Limited Access  258    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.  17. 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  





 






    Information Classification: Limited Access  259    Street will not tolerate any discipline or other retaliation against employees who properly  make such legally-protected disclosures.  18. 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.  19. 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:   





 






    Information Classification: Limited Access  260    (i) solicit, directly or indirectly (other than through a general  solicitation of employment not specifically directed to employees of the Company  or any of its Subsidiaries), the employment of, hire or employ, recruit, or in any  way assist another in soliciting or recruiting the employment of, or otherwise  induce the termination of the employment of, any person who then or within the  preceding twelve (12) months was an officer of the Company or any of its  Subsidiaries (excluding any such officer whose employment was involuntarily  terminated); or   (ii) engage in the Solicitation of Business from any Client on behalf of  any person or entity other than the Company or any of its Subsidiaries.        (c)  For purposes of this Paragraph 3, “officer” shall include any person holding a  position title of Assistant Vice President or higher.  Notwithstanding the foregoing, this  Paragraph 3 shall be inapplicable following a Change in Control.  20. 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  





 






    Information Classification: Limited Access  261    Subsidiaries shall be entitled to seek injunctive relief restricting you from employment for  a period equal to the period for which notice of resignation was required but not  provided, and for the period of restriction under Paragraph 5, if applicable, in addition to  any other remedies available under law.   (f) If you have sixty (60) or fewer days’ notice remaining in your required  Notice Period under this Paragraph 4, your Employer, or the Company, or any of its  Subsidiaries may, at any time during the remainder of your Notice Period, release you  from your obligations under this Paragraph 4 and give immediate effect to your  resignation; provided that such action shall not affect your other obligations under this  Countries Addendum.    (g) Notwithstanding the foregoing, if you hold the title of Executive Vice  President or higher this Paragraph 4 shall not apply in the event you terminate your  employment for Good Reason on or prior to the first anniversary of a Change in Control  (each as defined in the Plan).  21. 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  





 






    Information Classification: Limited Access  262    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 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 C.  You can find your Job Family in the  State Street human resources information system (in MyWorkday, navigate to View  Profile by clicking the cloud icon in the upper right corner of your screen, click View  Profile, and then select the Job tab).  22. Definitions – Countries Addendum.  For the purpose of this Countries  Addendum, the following terms are defined as follows:    





 






    Information Classification: Limited Access  263    (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.    23. 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.  24. 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  





 






    Information Classification: Limited Access  264    any of its Subsidiaries.  25. 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.  26. 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.  27. 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.  28. 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.  29. Assignment.  Except as provided otherwise herein, this Countries Addendum  





 






    Information Classification: Limited Access  265    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.   30. 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.  31. 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.  32. Certain Limitations.  (a) Nothing in this Countries Addendum prohibits you from reporting possible  violations of any applicable law or regulation to any governmental agency or regulatory  authority or from making other disclosures that are protected under the whistleblower  provisions of federal law or regulation.  Moreover, nothing in this Countries Addendum  requires you to notify the Company that you have made any such report or disclosure.   However, in connection with any such activity, you acknowledge you must take  reasonable precautions to ensure that any Confidential Information that is disclosed to  such authority is not made generally available to the public, including by informing such  authority of the confidentiality of the same.  (b) You shall not be held criminally or civilly liable under any applicable trade  secret laws if you disclose a Company trade secret:   (i) in confidence to a regulatory or government official, either directly  or indirectly, or to an attorney, solely for the purposes of reporting or  investigating a suspected violation of law; or   (ii) in a complaint or other document filed in a lawsuit or other  proceeding, if such filing is made under seal.  (c) Despite the foregoing, you also acknowledge that you are not permitted to  disclose to any third-party, including any governmental or regulatory authority, any  information learned in the course of your employment that is protected from disclosure  by any applicable privilege, including but not limited to the attorney-client privilege,  attorney work product doctrine, the bank examiner’s privilege, and/or privileges  applicable to information to the extent permitted by the applicable law, including  information that would reveal the existence or contemplated filing of a suspicious activity  report.  Your Employer, the Company and its Subsidiaries do not waive any applicable  privileges or the right to continue to protect its and their privileged attorney-client  information, attorney work product, and other privileged information.   





 






    Information Classification: Limited Access  266      *  *  *  *  *  *  *  *  *    X.  SWITZERLAND  ______________________________________________________________________      Securities Law Notice. Neither this document nor any other materials relating to the  Award (i) constitutes a prospectus according to articles 35 et. seq. of the Swiss Federal  Act on Financial Services (“FinSa”), (ii) may be publicly distributed or otherwise made  publicly available in Switzerland to any person other than an employee of the Company  or a Subsidiary, or (iii) has been or will be filed with, approved or supervised by any  Swiss reviewing body according to article 51 FinSa or any Swiss regulatory authority,  including the Swiss Financial Market Supervisory Authority (FINMA).    *  *  *  *  *  *  *  *  *      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   ______________________________________________________________________    Securities Law Notice. This document may not be distributed in the Kingdom except to  such persons as are permitted under the Rules on the Offer of Securities and Continuing  Obligations issued by the Capital Market Authority. The Capital Market Authority does  not make any representation as to the accuracy or completeness of this document, and  expressly disclaims any liability whatsoever for any loss arising from, or incurred in  reliance upon, any part of this document. Prospective recipients of the securities offered  hereby should conduct their own due diligence on the accuracy of the information  relating to the securities. If you do not understand the contents of this document, you  should consult an authorized financial adviser.    *  *  *  *  *  *  *  *  *      AA.  UNITED KINGDOM  ______________________________________________________________________    





 






    Information Classification: Limited Access  267    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.      3. 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.    5. 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’  





 






    Information Classification: Limited Access  268    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 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.  6. 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  





 






    Information Classification: Limited Access  269    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.   (f) This Paragraph 5 shall apply to you at any time that you hold the title of  Vice President or higher.  (g) 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.  (h) “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,  





 






    Information Classification: Limited Access  270    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.”   (i) “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.      (j) “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.    14. 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  





 






    Information Classification: Limited Access  271    (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 (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  





 






    Information Classification: Limited Access  272    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;  (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  





 






    Information Classification: Limited Access  273    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    (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.  





 






    Information Classification: Limited Access  274    (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 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. Specified Job Families are listed in Appendix C.  You can find  your Job Family in the State Street human resources information system (in  MyWorkday, navigate to View Profile by clicking the cloud icon in the upper right  corner of your screen, click View Profile, and then select the Job tab).  15. 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.  16. 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  





 






    Information Classification: Limited Access  275    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.  17. 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.  18. 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.  19. 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 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.  20. 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.  21. 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.  22. 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 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 5 business days prior to beginning any such activity.  Such  





 






    Information Classification: Limited Access  276    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.  23. Certain Limitations  (c) 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.  (d) 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.     *  *  *  *  *  *  *  *  *     





 






    Information Classification: Limited Access  277    APPENDIX B    OFFER DOCUMENT            STATE STREET CORPORATION  2017 STOCK INCENTIVE PLAN          OFFER OF DEFERRED STOCK TO   AUSTRALIAN   RESIDENT EMPLOYEES           GRANT DATE: [                                ]        INVESTMENT IN SHARES INVOLVES A DEGREE OF RISK.  EMPLOYEES WHO  ELECT TO PARTICIPATE IN THE PLAN SHOULD MONITOR THEIR  PARTICIPATION AND CONSIDER ALL RISK FACTORS RELEVANT TO THE  PURCHASE OF COMMON STOCK UNDER THE PLAN AS SET OUT IN THIS OFFER  DOCUMENT AND THE ADDITIONAL DOCUMENTS.  ANY ADVICE CONTAINED IN  THIS OFFER DOCUMENT IN RELATION TO THE DEFERRED STOCK BEING  OFFERED UNDER THE PLAN DOES NOT TAKE INTO ACCOUNT THE  OBJECTIVES, FINANCIAL SITUATION AND NEEDS OF ANY INDIVIDUAL  EMPLOYEE.  EMPLOYEES SHOULD CONSIDER OBTAINING THEIR OWN  FINANCIAL PRODUCT ADVICE FROM AN INDEPENDENT PERSON LICENSED BY  THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION TO GIVE  ADVICE ABOUT PARTICIPATING IN THE PLAN.        





 






    Information Classification: Limited Access  278  OFFER OF   DEFERRED STOCK TO   AUSTRALIAN RESIDENT EMPLOYEES    STATE STREET CORPORATION  2017 STOCK INCENTIVE PLAN    We are pleased to provide you with this offer to participate in the State Street  Corporation 2017 Stock Incentive Plan  (Plan).  This Offer Document sets out  information about grants of Deferred Stock (referenced as “Restricted Common Stock  Units” in the Plan) (Awards) under the Plan and the Deferred Stock Award Agreement  (Agreement) to Australian resident employees of subsidiaries of State Street  Corporation (Company).  The purpose of the Plan is to advance the interests of the  Company by providing for the grant of Common Stock-based Awards.    Capitalized terms used but not otherwise defined herein shall have the same meanings  ascribed to the in the Plan.    13. OFFER  This is an Offer of Deferred Stock, as may be granted from time to time in accordance  with the Plan by the Company to selected eligible employees of Australian Affiliates.    The grant of Deferred Stock under the Plan is intended to comply with the provisions of  the Australian Corporations Act 2001 (Cth) (Corporations Act 2001), Australian  Securities and Investment Commission (ASIC) Regulatory Guide 49 and ASIC Class  Order 14/1000.    14. TERMS OF GRANT  The terms of your Award incorporate the rules of the Plan, this Offer Document and your  Agreement.  By accepting your Award, you will be bound by the rules of this Offer  Document, the Plan and your Agreement.    15. ADDITIONAL DOCUMENTS  In addition to the information set out in this Offer Document, the following attached  documents provide further information necessary to make an informed decision about  participating in the Plan:    (f) the Plan and related U.S. prospectus;   (g) the Agreement and the Countries Addendum;  (h) the Australian Addendum; and  (i) the Employee Information Supplement.   (collectively, Additional Documents).    





 






    Information Classification: Limited Access  279  The Plan document sets out, among other details, the nature of your Award and the  consequences of a change in the nature or status of your employment.    To the extent of any inconsistency between (a) this Offer Document or the Australian  Addendum and (b) any Additional Document (other than the Offer Document and  Australian Addendum), the terms of the Offer Document will apply.      16. RELIANCE ON STATEMENTS  You should not rely upon any oral statements made to you in relation to this Offer.  You  should only rely upon the statements contained in this Offer Document and the  Additional Documents when considering your participation in the Plan.    17. WHO IS ELIGIBLE TO PARTICIPATE  You are eligible to participate in the Plan if, at the time of the offer, you are an Australian  resident employee, officer, consultant, advisor or non-employee Director of the Company  or an Australian subsidiary and meet the eligibility requirements established under the  Plan.  18. ACCEPTING AN AWARD  Your Agreement sets out the key details of your Award.  To accept your grant you must  expressly accept the Award within the period set out in your Agreement, and in any case  no more than thirty (30) days from the date on which the Board made the determination  to grant the Award.    19. WHAT ARE THE MATERIAL TERMS OF AN AWARD?   (a)              What is Deferred Stock?    A Deferred Stock Award represents the right to receive shares of Common Stock of the  Company on fulfilment of the time-based vesting conditions set out in your Agreement.   When your Deferred Stock vests, you will be issued shares of the Company’s Common  Stock at no monetary cost to you.  The Deferred Stock is considered “restricted”  because it will be subject to forfeiture and restrictions on transfer until it vests.  The  restrictions will be set forth in the attached Agreement.     (b) Do I have to pay any money to receive the Deferred Stock  Award?    No.  You do not pay any monetary consideration to receive this Award, and you do not  pay any monetary consideration to receive the shares of Common Stock subject to your  Award upon vesting.     (c)  How many shares of Common Stock will I receive upon vesting  of my Deferred Stock Award?    Your Agreement will indicate the number of shares of Common Stock subject to your  Award.    





 






    Information Classification: Limited Access  280  (d) When do I become a Stockholder?    You are not a stockholder merely as a result of holding an Award, and your Award does  not entitle you to vote or receive dividends, notices of meeting, proxy statements or other  materials provided to stockholders until the shares of Common Stock are issued to you  upon vesting.  You should also refer to your Agreement for details of the consequences  of a change in the nature of your employment.    (j)         Can I transfer my Award to someone else?    No.  However, once shares of Common Stock are issued to you upon vesting, the  shares will be freely tradeable and transferable.  Please note, though, the possible  disclosure obligations included under clause 9.    20. WHAT IS A SHARE OF STOCK IN THE COMPANY?   Common stock of a U.S. corporation is analogous to ordinary shares of an Australian  company.  Each holder of Common Stock is entitled to one vote for every share of  Common Stock held in the Company.  Dividends may be paid on the shares of Common Stock out of any funds of the  Company legally available for dividends at the discretion of the Board of Directors of the  Company.   The shares of Common Stock are traded on the New York Stock Exchange and are traded  under the symbol STT.  Shares of Common Stock are not liable to any further calls for payment of capital or for  other assessment by the Company and have no sinking fund provisions, pre-emptive rights,  conversion rights or redemption provisions.   21. HOW CAN I OBTAIN UPDATED INDICATIVE EXAMPLES OF THE  CURRENT MARKET PRICE IN AUSTRALIAN DOLLARS?   Within a reasonable period following your request, the Company undertakes to provide you  with the Australian dollar equivalent of the current market price of a share of Common  Stock, (calculated as at the date of your request).  The current market price for this  purpose will be the final sale price of a share of Common Stock on the New York Stock  Exchange on the trading day immediately preceding the date of your request.     The Australian dollar equivalent of these prices will be calculated using the  Australian/U.S. dollar exchange rate published by an Australian bank on the business  day immediately preceding the date of your request.  Please note that the Australian  dollar equivalent of these prices is only provided as information and not as a prediction  of the Australian dollar equivalent of the fair market value of a share of Common Stock  at the time of vesting.  The Australian dollar equivalent at these times will depend on the  exchange rate applied by your bank in converting your Australian dollars to U.S. Dollars  at the time of vesting.  The exchange rate is available at:    http://www.rba.gov.au/statistics/frequency/exchange-rates.html    





 






    Information Classification: Limited Access  281  You should direct your request to:  Name: David Cogliano  Title:  Vice President, Total Rewards Management  Australian Affiliate means State Street Australia Limited; State Street Global  Advisors Australia; State Street Bank and Trust Company – Sydney Branch and  any other Associated Body Corporate employing Employees in Australia.  Address:  State Street Financial Center, One Lincoln Street, Boston, MA  02111, USA  Phone:  +1 617-662-3686  Email:  DCogliano@statestreet.com      22. WHAT ADDITIONAL RISK FACTORS APPLY TO AUSTRALIAN RESIDENTS'  PARTICIPATION IN THE PLAN?   Employees should consider generally the risk factors connected with investing in  securities and, in particular, to holding shares of Common Stock.  You should be aware  that the fair market value of shares of Common Stock underlying your Award and the future  value of shares of Common Stock you acquire and the Australian dollar equivalent of these  values will be affected by:  (j) fluctuations in the Company's performance;   (k) fluctuations in the U.S.$/A$ exchange rate;   (l) factors identified from time to time by the Company's filings with the  U.S. Securities and Exchange Commission;   (m) fluctuations in the domestic and international market for listed stocks  (n) general economic conditions including interest rates, inflation rates,  commodity and oil prices;  (o) changes to governmental fiscal, monetary and regulatory policies;  (p) legislation or regulation;  (q) the nature of the markets in which the Company operates; and  (r) general operational business risks.  Please note that if you offer your shares of Common Stock for sale to a person or entity  resident in Australia, your offer may be subject to disclosure requirements under  Australian law.  Please obtain legal advice on your disclosure obligations before you  make any such offer.  





 






    Information Classification: Limited Access  282  23. PLAN MODIFICATION, TERMINATION, ETC.   Subject to Section 9 of the Plan, the Board may amend, alter, suspend, discontinue or  terminate the Plan or any part of it at any time.    24. WHAT ARE THE AUSTRALIAN TAXATION CONSEQUENCES OF  PARTICIPATION IN THE PLAN?   Please see the Additional Document entitled "Employee Information Supplement –  Deferred Stock Awards" for information regarding the Australian tax treatment of your  Award.    15. WHAT ARE THE U.S. TAXATION CONSEQUENCES OF PARTICIPATION  IN THE PLAN?    Employees (who are not U.S. citizens or permanent residents) will not be subject to U.S.  tax by reason only of the grant and vesting of the Deferred Stock or the sale of shares of  Common Stock, except as described in the dividends section of the “Employee  Information Supplement - Deferred Stock”.  However, liability for U.S. taxes may accrue  if an employee is otherwise subject to U.S. taxes.     The above is an indication only of the likely U.S. taxation consequences for Australian  resident employees receiving Awards under the Plan.  Award recipients should seek  their own advice as to the U.S. taxation consequences of Plan participation.  16. RESTRICTION ON CAPITAL RAISING 5% LIMIT  In addition to any other limitations as identified in this Offer Document, the Plan or as  prescribed by the Board from time to time under the terms of the Plan, there is an overall  restriction on the number of shares of Common Stock that can be issued to Australian  employees.    We urge you to carefully review the information contained in this Offer Document and  the Additional Documents.  If you have any questions, please contact the person listed in  clause 9.    Yours sincerely,    State Street Corporation    *          *          *          *          *       





 






    Information Classification: Limited Access  283  APPENDIX C    SPECIFIED JOB FAMILIES  Specified Job Families subject to the Award’s non-competition provisions include [           ]   





 






    Information Classification: Limited Access  284    STATE STREET CORPORATION  2017 STOCK INCENTIVE PLAN    15. [    ] Cash-Settled Restricted Stock Unit Agreement    Subject to your acceptance of the terms set forth in this agreement and the addendum  attached hereto (“Agreement”), State Street Corporation (“Company”) has awarded you,  under the State Street Corporation 2017 Stock Incentive Plan (“Plan”), and pursuant to  this Agreement and the terms set forth herein, restricted stock units (“RSUs”) that will be  payable in cash (“Award”) as set forth in the statement pertaining to this Award  (“Statement”) on the website (“Website”) maintained by Fidelity Stock Plan Services  LLC, an independent service provider based in the United States, or another party  designated by the Company (“Equity Administrator”).     Copies of the Plan, the Company’s Prospectus for the Plan and any employee  information supplement to the Prospectus for your country of employment (“Tax  Supplement”) are located on the Website for your reference.  Your acceptance of this  Award constitutes your acknowledgement that you have read and understood this  Agreement, the Plan, the Prospectus for the Plan and the Tax Supplement.  The  provisions of the Plan are incorporated herein by reference, and all terms used herein  shall have the meaning given to them in the Plan, except as otherwise expressly  provided herein.  In the event of any conflict between the provisions of this Agreement  and the provisions of the Plan, the provisions of the Plan shall control.  As used herein,  “State Street” means the Company and each Subsidiary. “Subsidiary” means the  Company’s 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.    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:   5. Grant of RSUs.   To be entitled to any payment under this Award, you must accept your Award and in so  doing agree to comply with the terms and conditions of this Agreement and the  applicable provisions of the Countries Addendum outlined in Appendix A (which is  incorporated into, and forms a material and integral part of, this Agreement).  Failure to  accept this Award within thirty (30) days following the posting of this Agreement on the  Website will result in forfeiture of this Award.  Subject to the terms and conditions of this  Agreement, RSUs shall vest and be settled in the form cash according to the vesting  schedule set forth in your Statement.  The term “vest” as used herein means the lapsing  of certain (but not all) restrictions described herein and in the Plan with respect to one or  more RSUs as of each applicable vesting date.  To vest in all or any portion of this  Award as of any date, you must have been continuously employed with the Company or  a Subsidiary, from and after the date hereof and until (and including) the applicable  vesting date, except as otherwise provided herein.  





 






    Information Classification: Limited Access  285  By accepting this Award, you and the Company agree that any claim arising out of this  Award or any cash paid 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 courts or applicable law, and waive any arguments that such  courts are not an appropriate or convenient forum.  This Award is subject to any forfeiture, compensation recovery or similar requirements  set forth in this Agreement, as well as any other forfeiture, compensation recovery or  similar requirements under applicable law and related implementing regulations and  guidance, and to other forfeiture, compensation recovery or similar requirements under  plans, policies and practices of the Company or its relevant Subsidiaries in effect from  time to time, including those set forth in your offer letter.  In the event pursuant to this  Agreement or pursuant to any applicable law or related implementing regulations or  guidance, or pursuant to any Company or its relevant Subsidiaries plans, policies or  practices, the Board or State Street is required or permitted to reduce, forfeit or cancel  any amount remaining to be paid, or to recover any amount previously paid, with respect  to this Award, or to otherwise impose or apply restrictions on this Award, 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  Board or State Street.  6. Payment of RSU Value in Cash.     The Company will transfer to you, not later than thirty (30) days following the  applicable vesting dates, the cash value of the number of RSUs specified in the vesting  schedule in your Statement.  The amount of the payment that you will receive with  respect to the RSUs shall be determined by multiplying the number of RSUs by the  closing price of Common Stock on the New York Stock Exchange (“NYSE”) on the  applicable date of vesting, or the closing price of Common Stock on the NYSE on the  most recent trading day if the vesting date falls on a date the NYSE is not open. The  Company’s obligation to transfer the cash value of RSUs in the future pursuant to this  Agreement in an unsecured and unfunded contractual obligation.  7. General Circumstances of Forfeiture.    (h) You will immediately forfeit any and all rights to receive cash payments  under this Agreement not previously vested and paid to you in the event:    (i)  you cease to be employed by the Company and its Subsidiaries  due to Circumstances of Forfeiture;   (ii)  the Company, in its sole discretion, determines that circumstances  prior to the date on which you ceased to be employed by the Company and its  Subsidiaries for any reason constituted grounds for an involuntary termination  constituting Circumstances of Forfeiture; or  (iii) you fail to comply with the terms of the applicable Countries  Addendum attached to this Award or the terms of any other Restrictive Covenant  you agree to or have agreed to with the Company or any Subsidiary.  





 






    Information Classification: Limited Access  286  (i) If your employment terminates by reason of Retirement or Disability or for  reasons other than for Circumstances of Forfeiture, then unless accelerated as provided  in Section 6, your right to receive cash payments hereunder shall continue in  accordance with the vesting schedule detailed in your Statement, subject to the terms  and conditions of this Agreement.   (j) For purposes hereof:  (v) “Circumstances of Forfeiture” means the termination of your  employment with the Company and its Subsidiaries either (A) voluntarily (other  than (x) by reason of Retirement or (y) for Good Reason on or prior to the first  anniversary of a Change in Control) or (B) involuntarily for reasons determined  by the Company or the relevant Subsidiary in its sole discretion to constitute  “gross misconduct” (including while you are Retirement eligible).   (vi) “Retirement” means your attainment of age 55 and completion of  5 years of continuous service with the Company and its Subsidiaries.  (vii) “Disability” means your inability to engage in any substantially  gainful activity by reason of any medically determinable physical or mental  impairment that can be expected to result in your death or can be expected to  last for a continuous period of not less than 12 months.  (viii)  “Restrictive Covenant” means any confidentiality, non-solicitation,  non-competition, non-disparagement, post-employment cooperation or notice  provision that you agree to or had agreed to with the Company or any Subsidiary,  including but not limited to the restrictions contained in this Award Agreement,  any offer letter, employment or service agreement, including letters amending the  employment or service agreement, promotion letters, deferred compensation  award agreements of any type, or change in control employment agreements, or  applicable restrictions required as a condition to entitlement to payment under  any executive supplemental retirement plan.  (f) This Section 3 applies in addition to, and not to the exclusion of, any other  holding, forfeiture and/or clawback provisions contained in this Agreement.  9. 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 4.  Any portion of the Award remaining to be  paid, in the sole discretion of the Board, may be reduced, forfeited or cancelled, in the  event that it is determined by the Board, in its sole discretion, that your actions, whether  discovered during or after your employment with the Employer, exposed The Business  to any inappropriate risk or risks (including where you failed to timely identify, analyze,  assess or raise concerns about such risk or risks, including in a supervisory capacity,  where it was reasonable to expect you to do so), and such exposure has resulted or  could reasonably be expected to result in a material loss or losses that are or would be  substantial in relation to the revenues, capital and overall risk tolerance of The Business.   “The Business” shall mean State Street, or, to the extent you devote substantially all of  your business time to a particular business unit (e.g., Institutional Services, Global  Delivery, Global Markets or State Street Alpha) or business division (e.g., Global Clients  





 






    Information Classification: Limited Access  287  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.    10. Management Committee/Executive Vice President Forfeiture and Clawback.  (a) If, at the time the Award is made, you are a member of the State Street  Corporation Management Committee or any successor committee or body  (“Management Committee” or “MC”) or hold the title Executive Vice President (“EVP”) or  higher, any amount remaining to be paid in respect of this Award may, in the sole  discretion of the Board, be reduced, forfeited or cancelled, in whole or in part, in the  event that it is determined by the Board, in its sole discretion, that:  (i) you engaged in fraud, gross negligence or any misconduct,  including in a supervisory capacity, that was materially detrimental to the  interests or business reputation of State Street or any of its businesses; or  (ii) you engaged in conduct that constituted a violation of State Street  policies and procedures or State Street Standard of Conduct in a manner which  either caused or could have caused reputational harm that is material to State  Street or placed or could have placed State Street at material legal or financial  risk; or  (iii) as a result of a material financial restatement by State Street  contained in a filing with the U.S. Securities and Exchange Commission (“SEC”),  or miscalculation or inaccuracy in the determination of performance metrics,  financial results or other criteria used in determining the amount of this Award,  you would have received a smaller or no Award hereunder.  (b) If, at the time the Award is made, you are a member of the Management  Committee or hold the title EVP or higher, this Award also is subject to compensation  recovery as provided herein.  Upon the occurrence of either an MC/EVP Clawback  Event or an MC/EVP Clawback Breach, the Board may, in its sole discretion, determine  to recover the MC/EVP Clawback Amount, in whole or in part.  Following such a  determination, you agree to immediately repay such compensation, in no event later  than sixty (60) days following such determination, in the form of cash.    (c) The value of both the MC/EVP Clawback Amount determined by the  Board to be recovered and the amount of such compensation repaid shall be based  upon the amount of cash paid to you under this Agreement.    (d) For purposes of this Section 5:  (i) “MC/EVP Clawback Event” means a determination by the Board,  in its sole discretion, within three (3) years (within one (1) year for an EVP) after  the date of grant of this Award (A) with respect to any event or series of related  events, that you engaged in fraud or willful misconduct, including in a supervisory  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  





 






    Information Classification: Limited Access  288  Award by State Street occurred.  For the avoidance of doubt and as applicable,  an MC/EVP Clawback Event includes any determination by the Board that is  based on circumstances prior to the date on which you cease to be employed by  the Company and its Subsidiaries for any reason, even if the determination by  the Board occurs after such cessation of employment.  (ii) “MC/EVP Clawback Breach” means a determination by the Board,  in its sole discretion, that you failed to comply with the terms of any covenant not  to compete entered into by you with the Company or any Subsidiary, whether in  the applicable Country Addendum attached to this Award or in any other  agreement.  (iii) “MC/EVP Clawback Amount” means   A. with respect to an MC/EVP Clawback Event described in  Section 5(d)(i)(A), the value of the payment made to you under this Award by  the Company during the period of three (3) years (one (1) year for an EVP)  immediately prior to such MC/EVP Clawback Event; or   B. with respect to an MC/EVP Clawback Event described in  Section 5(d)(i)(B), the value of the payment made to you under this Award by  the Company (x) during the period of three (3) years (one (1) year for an  EVP) immediately prior to an associated date designated by the Board and  (y) that represents an amount that, in the sole discretion of the Board,  exceeds the amount you would have been awarded under this Award had the  financial statements or other applicable records of State Street been  accurate; or   C.  with respect to an MC/EVP Clawback Breach described in  Section 5(d)(ii), the value of the payment made to you under this Award by  the Company after the earlier to occur of the date your employment  terminated or the date your failure to comply with the applicable covenant(s)  not to compete commenced, as determined by the Board in its sole  discretion; and    D. in each case, reduced, by taking into account any portion of  this Award that was previously recovered by the Company under this Section  5 to avoid a greater than 100% recovery.   (e) In connection with any MC/EVP Clawback Event or MC/EVP Clawback  Breach, to the extent not prohibited by applicable law and subject to Section 12 (if  applicable), if you fail to comply with any requirement to repay compensation under  Section 5(b), the Board may determine, in its sole discretion, in addition to any other  remedies available to the Company, that you will satisfy your repayment obligation  through an offset to any future payments owed by the Company or any of its  Subsidiaries to you.  Further, you expressly and explicitly authorize the Company to  issue instructions, on your behalf, to any brokerage firm or third party administrator  engaged by the Company to hold the cash you received pursuant to awards granted  under the Plan (or any other amounts acquired pursuant to the Plan) to re-convey,  transfer or otherwise return such cash to the Company.      (f) This Section 5 applies in addition to, and not to the exclusion of, any other  





 






    Information Classification: Limited Access  289  holding, forfeiture and/or clawback provisions contained in this Agreement.  12. Acceleration of Vesting upon Certain Events.   (a) Notwithstanding anything in this Agreement to the contrary, if you die or  incur a Disability while employed by the Company or any of its Subsidiaries, or in the  event that you die or incur a Disability after your employment has terminated for a  reason permitting continued vesting pursuant to subparagraph 3(b) above, any unvested  RSUs shall vest on the date of your death or Disability and the Company will issue and  pay  the value of such RSUs under this Award in the form of a cash payment within thirty  (30) days of death (to your Designated Beneficiary) or Disability.  In addition, Sections 4  and 5 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, an MC/EVP  Clawback Event, or an MC/EVP Clawback Breach has occurred pursuant to Section 5 at  or prior to your death, any amount that the Board has made a determination to recover  under such Sections shall continue to be payable to the Company.  (b) Subject to applicable law and regulation (including the rules and  regulations of any applicable regulatory authority), if your employment with the Company  and its Subsidiaries is terminated by the Company or the applicable Subsidiary without  Cause, by you for Good Reason or on account of your Retirement, in each case, on or  prior to the first anniversary of a Change in Control (and provided that such Change in  Control constitutes a “change in control event” as that term is defined under Section  409A of the U.S. Internal Revenue Code of 1986, as amended, (“Code”) and U.S.  Treasury Regulation Section 1.409A-3(i)(5)) prior to the full settlement of your Award,  the unvested portion of this Award shall vest on the date of such termination and the  Company will promptly pay to you within thirty (30) days of such termination the cash  value of any such RSUs under this Award.  For purposes of this Section 6(b),  termination of employment shall mean a “separation from service” as determined in  accordance with U.S. Treasury Regulation Section 1.409A-1(h).  13. Shareholder Rights.  You are not entitled to any rights as a shareholder with respect to any RSUs subject to  this Award.  Without limiting the foregoing, you will have no right to receive dividends or  amounts in lieu of dividends with respect to the RSUs subject to this Award nor any right  to vote the RSUs.  14. Withholding of Tax-Related Items.    Regardless of any action your Employer takes with respect to any or all income tax  (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance,  payroll tax, fringe benefits tax, payment on account of other tax-related withholding  (“Tax-Related Items”), you acknowledge and agree that the ultimate liability for all Tax- Related Items legally due from you is and remains your responsibility.  Furthermore,  neither the Company nor any Subsidiary (a) makes any representations or undertakings  regarding the treatment of any Tax-Related Items in connection with any aspect of this  Award, including the grant of this Award, the vesting of this Award and the payment of  cash in settlement of this Award, the cancellation, forfeiture or repayment of any  cash  hereunder; or (b) commits to structure the terms of the grant, vesting, settlement,  





 






    Information Classification: Limited Access  290  cancellation, forfeiture, repayment or any other aspect of this Award to reduce or  eliminate your liability for Tax-Related Items.  Prior to the payment of cash upon the vesting of this Award, if any taxing jurisdiction  requires withholding of Tax-Related Items in connection with the Award, the Company  may withhold a sufficient value of RSUs that have an aggregate fair market value  sufficient to pay the Tax-Related Items required to be withheld with respect to this  Award.  The cash equivalent of the RSUs withheld will be used to settle the obligation to  withhold the Tax-Related Items (determined in the Company and/or Employer’s  reasonable discretion).  Alternatively, the Company and/or your Employer may, in its  discretion, withhold any amount necessary to pay the Tax-Related Items from your  salary, wages or other amounts payable to you, with no withholding from RSUs.  In the  event the withholding requirements are not satisfied through the withholding of RSUs or  through your salary, wages or other amounts payable to you, no cash will be paid upon  vesting of this Award unless and until satisfactory arrangements (as determined by the  Company or your Employer) have been made by you with respect to the payment of any  Tax-Related Items which the Company or your Employer determines, in its sole  discretion, must be withheld or collected with respect to such Award.    Depending on the withholding method, the Company and/or your Employer may withhold  for Tax-Related Items by considering any applicable statutory withholding amounts or  other applicable withholding rates, including maximum applicable rates.  If you are  subject to taxation in more than one jurisdiction, you hereby expressly acknowledge that  the Company, your Employer or another Subsidiary may be required to withhold and/or  account for Tax-Related Items in more than one jurisdiction.  By accepting this Award, you hereby expressly consent to the withholding of RSUs  and/or cash as provided for hereunder.  All other Tax-Related Items related to this  Award, including the extent to which the Company or your Employer does not so- withhold RSUs and/or cash, are your sole responsibility.    17. Changes in Capitalization or Corporate Structure.  This Award is subject to adjustment pursuant to Section 10(a) of the Plan in the  circumstances therein described.  18. Employee Rights.    Nothing in this Award shall be construed to guarantee you any right of employment with  the Company 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  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  





 






    Information Classification: Limited Access  291  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.  19. 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.  20. 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  (iv)  any portion of any payment, compensation or other benefit  provided to you pursuant to the Plan in connection with your employment  termination constitutes “nonqualified deferred compensation” within the  meaning of Section 409A of the Code, and   (v) 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.  21. Miscellaneous.  (c) Awards Discretionary.  By accepting this Award, you acknowledge and  agree that the Plan is discretionary in nature and limited in duration, and may be  amended, cancelled, forfeited, or terminated by the Company, in its sole discretion, at  





 






    Information Classification: Limited Access  292  any time.  The grant of this Award is a one-time benefit and does not create any  contractual or other right to receive an award, compensation or benefits in lieu of an  award in the future.  Future awards, if any, will be at the sole discretion of the Company,  including, but not limited to, the form and timing of an award, the number of RSUs  subject to an award, and forfeiture, clawback and vesting provisions.  (d) Company and Committee Discretion.  Sections 3, 4 and 5 of this  Agreement are intended to comply with and meet the requirements of applicable law and  related implementing regulations regarding incentive compensation and will be  interpreted and administered accordingly as well as in accordance with any  implementing policies and practices of the Company or its relevant Subsidiaries in effect  from time to time.  In making determinations under such Sections, the Company, the  relevant Subsidiary or the Board, as applicable, may take into account, in its sole  discretion, all factors that it deems appropriate or relevant.  Furthermore, the Company,  the relevant Subsidiary or the Board may, as applicable, take any and all actions it  deems necessary or appropriate in its sole discretion, as permitted by applicable law, to  implement the intent of Sections 4 and 5, including suspension of vesting and payment  pending an investigation or the determination by the Company, the relevant Subsidiary  or the Board as applicable.  Each such Section is without prejudice to the provisions of  the other Sections, and the Company, the relevant Subsidiary or the Board, as  applicable, may elect or be required to apply any or all of the provisions of Sections 3, 4  and 5 to this Award.  (m) 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.  (n) Electronic Delivery.  The Company or any of its Subsidiaries may, in its  sole discretion, decide to deliver any documents related to this Award by electronic  means.  You hereby consent to receive such documents by electronic delivery and  agree to participate in the Plan through an on-line or electronic system, including the  Website, established and maintained by the Company, any of its Subsidiaries, the Equity  Administrator or another party designated by the Company.  (o) Electronic Acceptance.  By accepting this Award electronically,    (i)  you acknowledge and agree that you are bound by the terms of  this Agreement and the Plan and that you and this Award are subject to all of the  rights, power and discretion of the Company, its Subsidiaries and the Board set  forth in this Agreement and the Plan; and    (ii)  this Award is deemed accepted by the Company and the  Company shall be deemed to be bound by the terms of this Agreement.  (p) 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  





 






    Information Classification: Limited Access  293  operation and administration of this Award and the Plan.  Such requirements may  include (but are not limited to) requiring you to sign any agreements or undertakings that  may be necessary to accomplish the foregoing.  Further, the 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, and with all applicable  regulations of any stock exchange on which Common Stock may be listed.  (q) 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.    (r) Insider Trading.  By participating in the Plan, you agree to comply with  the Company’s policy on insider trading (to the extent that it is applicable to you).  You  further acknowledge that, depending on your country of residence (and country of  employment, if different) or your broker’s country of residence or where the shares of  Common Stock are listed, you may be subject to insider trading restrictions and/or  market abuse laws which may affect your ability to accept, acquire, sell or otherwise  dispose of shares of Common Stock, rights to shares of Common Stock or rights linked  to the value of shares of Common Stock (e.g., this Award), during such times you are  considered to have “inside information” regarding the Company (as defined by the laws  or regulations in your country of residence (and country of employment, if different).  Local insider trading laws and regulations may prohibit the cancellation, forfeiture or  amendment of orders you place before you possess inside information.  Furthermore,  you are prohibited from   (i) disclosing the inside information to any third party (other than on a  “need to know” basis) and   (ii) “tipping” third parties or causing them otherwise to buy or sell  securities.  You understand that third parties include fellow employees.    Any restriction under these laws or regulations is separate from and in addition to  any restrictions that may be imposed under any applicable Company insider trading  policy.  You hereby expressly acknowledge that it is your responsibility to be informed of  and compliant with such regulations, and should consult with your personal advisor for  additional information.  (s) 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 pursuant to the settlement of this Award.  (t) Applicable Law.  This Agreement shall be subject to and governed by  the laws of the Commonwealth of Massachusetts, United States of America without  regard to that Commonwealth’s conflicts of law principles.  18. Application of Local Law and Countries Addendum.  (c) Notwithstanding Section 13(j), this Award shall be subject to all applicable  laws, rules and regulations of your country of residence (and country of employment, if  





 






    Information Classification: Limited Access  294  different) and any special terms and conditions for your country of residence (and  country of employment, if different), including as set forth in the addendum that follows  this Agreement ("Countries Addendum"), but limited to the extent required by local law.   The Company reserves the right, in its sole discretion, to add to or amend the terms and  conditions set out in the Countries Addendum as necessary or advisable in order to  comply with applicable laws, rules and regulations or to facilitate the operation and  administration of this Award and the Plan, including (but not limited to) circumstances  where you transfer residence and/or employment to another country.  (d) As a condition to this Award, you agree to repatriate all payments  attributable to the this 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).  19. 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.  (g) Data Collection, Processing and Usage. Pursuant to applicable data  protection laws, you are hereby notified that the Company and your Employer collect,  process and use certain personal data about you for the legitimate interest of  implementing, administering and managing the Plan and generally administering   Awards; specifically, including your name, home address, email address and telephone  number, date of birth, social security number, social insurance number or other  identification number, salary, citizenship, job title, any shares of Common Stock or  directorships held in the Company, and details of all Awards or any other incentive  compensation awards granted, canceled, forfeited, exercised, vested, or outstanding in  your favor, which the Company receives from you or your Employer. In granting Awards  under the Plan, the Company will collect your personal data for purposes of allocating  Awards and implementing, administering and managing the Plan.  The Company’s  collection, processing and use of your personal data is necessary for the performance of  the Company’s contractual obligations under the Plan and pursuant to the Company’s  legitimate interest of managing and generally administering employee incentive  compensation awards. Your refusal to provide personal data would make it impossible  for the Company to perform its contractual obligations and may affect your ability to  participate in the Plan. As such, by participating in the Plan, you voluntarily acknowledge  the collection, processing and use of your personal data as described herein.    (h) Equity Administrator. The Company transfers your personal data to the  Equity Administrator, which assists the Company with the implementation, administration  and management of the Plan.  In the future, the Company may select a different Equity  Administrator and share your personal data with another company that serves in a  similar manner.  The Equity Administrator will open an account for you to track your  





 






    Information Classification: Limited Access  295  Award and to ultimately receive cash paid under the Plan. You will be asked to agree on  separate terms and acknowledge data processing practices with the Equity  Administrator, which is a condition to your ability to participate in the Plan.  (i) 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.    **********************************     





 






    Information Classification: Limited Access  296  APPENDIX A  COUNTRIES ADDENDUM   TO [    ] CASH-SETTLED RESTRICTED STOCK UNIT AGREEMENT    STATE STREET CORPORATION  2017 STOCK 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.      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.  





 






    Information Classification: Limited Access  297  33. 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.  (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.  34. 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,  





 






    Information Classification: Limited Access  298  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.  35. 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.  





 






    Information Classification: Limited Access  299  (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.  36. 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 180 days’ advance notice of your resignation.    (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).  37. 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.  





 






    Information Classification: Limited Access  300  (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.  (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  for 12 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 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)  “Restricted Area” means anywhere that your Employer, the Company or  any of its Subsidiaries markets its products or services (which you acknowledge  specifically includes the entire world), or with respect to the portion of the Non-Compete  Period that follows termination of your employment, anywhere in which you provided  services or had a material presence or influence on behalf of your Employer, the  Company or any of its Subsidiaries at any time within the 2-year period immediately  preceding such termination.  (f) “Restricted Capacity” means any capacity, or with respect to the portion  of the Non-Compete Period that follows termination of your employment, any capacity  that is the same or similar to the capacity in which you were employed by your  Employer, the Company or any of its Subsidiaries at any time within the two (2) year  period immediately preceding such termination and/or involves any services that you  





 






    Information Classification: Limited Access  301  provided to your Employer, the Company or any of its Subsidiaries at any time within  such two (2) year period.  38. 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 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.    39. 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.  40. 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  





 






    Information Classification: Limited Access  302  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.  41. 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 RSUs  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.  42. 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.  43. 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.  44. 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  





 






    Information Classification: Limited Access  303  geographic area as to which it may be enforceable.  45. 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.   46. 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.  47. 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.  48. 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.  The Company and its Subsidiaries do not waive any  





 






    Information Classification: Limited Access  304  applicable privileges or the right to continue to protect its and their privileged attorney- client information, attorney work product, and other privileged information.    *     *    *     *    *   *   *  Entire Agreement.  The Plan and the Agreement constitute the complete understanding  and agreement between the parties to the Agreement with respect to this Award, and  supersedes and cancels any previous oral or written discussions, agreements or  representations regarding this Award.       





 






    STATE STREET CORPORATION  2017 STOCK INCENTIVE PLAN    16. [____] Deferred Stock Award Agreement--Directors    You have elected to defer payment of one or more of the annual stock award,  annual retainer or an additional retainer payable to you for your services as a member of  the State Street Board of Directors from the date of the [____] Annual Meeting of  Shareholders to the date of the [____] Annual Meeting of Shareholders. The total number  of shares of Stock you elected to defer (the “Deferred Shares”) is shown on your  investment report on the website maintained by the Equity Administrator (Fidelity or  another third party designated by the Corporation). The Deferred Shares are granted  under the State Street Corporation 2017 Stock Incentive Plan (the “2017 Plan”), and are  subject to the terms and conditions contained in the 2017 Plan, the State Street  Corporation Deferred Compensation Plan for Directors (the “Deferral Plan”), the related  election forms and the terms set forth below. All capitalized terms used herein shall have  the meaning given to them in the Deferral Plan, except as otherwise expressly provided  herein.     1. The Deferred Shares plus any additional shares of Stock determined under  paragraph 3 below (the Deferred Shares plus the shares described in paragraph 3 being  hereinafter referred to as the “[____] shares”) will be issued to you [in accordance with  the election you made for the [____] shares or as otherwise provided under the terms of  the Deferral Plan] [for Canadian directors: as soon as practicable following your  Separation from Service and, in any event, no later than the end of the calendar year in  which such Separation from Service occurs or, if later, the 15th day of the third month  following the date of such Separation from Service.   For this purpose, you will not be  deemed to have a Separation from Service so long as you continue to provide any  services as a director or employee; provided, however, a Separation from Service will be  deemed to occur in the event you terminate all positions as an employee or director of the  Company, but continue to provide services as a consultant]. In the event of your death  prior to the issuance of the [____] shares, the [____] shares will be issued to your  [Beneficiary.   You may designate a Beneficiary or Beneficiaries (or change a designation  previously made)] [for Canadian directors: spouse, relatives, dependent or estate, as the  beneficiaries of the trust (your “Permitted Beneficiaries”).  You may designate your  Permitted Beneficiary] by contacting the Equity Administrator.    2. Any election to change the timing (to a later date) and/or form of payment  of the [____] shares must be made in accordance with the terms of the Deferral Plan.  Please feel free to contact the Equity Administrator (Fidelity Executive Services, 800 823  0217 – Team 503) or the State Street Head of Global Total Rewards if you have any  questions regarding the Deferral Plan or wish to request a re-deferral form.     3. You will not have any rights as a stockholder with respect to the [____]  shares until they have been issued to you. However, if any dividends and/or distributions  (other than distributions described in paragraph 4) are paid on the Stock prior to the date  





 






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