EXHIBIT 10.21
SUPPLEMENTAL DEFINED BENEFIT PENSION PLAN
ARTICLE 1. ARTICLE ESTABLISHMENT AND PURPOSE
1.1 ESTABLISHMENT. State Street Boston Corporation (the "Company") hereby
establishes a supplemental defined benefit pension plan known as the "State
Street Boston Corporation Supplemental Defined Benefit Pension Plan" (the
"Plan") effective as of January 1, 1995 (the "Effective Date").
1.2 PURPOSE. The principal purposes of this Supplemental Defined Benefit
Pension Plan (the "Plan") are to provide certain key employees with competitive
retirement benefits, protect against reductions in retirement benefits due to
tax law limitations on qualified plans, and to encourage the continued
employment of such employees with the Company.
ARTICLE 2. DEFINITIONS
2.1 ACTUARIALLY EQUIVALENT. "Actuarially Equivalent" or "Actuarial
Equivalent" means the equivalence in present value between two or more forms
and/or times of payment based upon a determination by an actuary chosen by the
Committee, using the actuarial assumptions in effect at the time of such
determination with respect to the Basic Plan.
2.2 ADDITIONAL COMPANY BENEFIT. "Additional Company Benefit" means the
annual retirement supplemental benefit payable to a Participant under the
Amended and Restated Supplemental Retirement Plan, or any other Company-
sponsored supplemental retirement plans or other arrangements, as determined by
the Committee, in the form of a straight life annuity.
2.3 BANK. "Bank" means State Street Bank and Trust Company, a Massachusetts
trust company which is a subsidiary of the Company.
2.4 BASIC PLAN. "Basic Plan" means the State Street Retirement Plan as may
be amended from time to time, and any successor defined benefit retirement
income plan or plans maintained by the Company which qualify under Section 401
(a) of the Internal Revenue Code.
2.5 BASIC PLAN OFFSET. "Basic Plan Offset" means the annual benefit that
would be paid from the Basic Plan to a Participant in the form of a straight
life annuity from the qualifying employment termination date, regardless of the
amount actually paid or the actual method of payment under the Basic Plan.
2.6 BOARD. "Board" means the Board of Directors of the Company.
2.7 CAUSE. "Cause" means:
(i) the willful and continued failure of the Participant to perform
substantially the Participant's duties with the Company (other than any such
failure resulting from incapacity due to physical or mental illness), after a
written demand for substantial performance is delivered to the Participant by
the Participant's supervisor which specifically identifies the manner in which
it is asserted that the Participant has not substantially performed the
Participant's duties, or
(ii) the willful engaging by the Participant in illegal conduct or gross
misconduct which is materially and demonstrably injurious to the Company.
For purposes of this provision, no act or failure to act, on the part of
the Participant, shall be considered "willful" unless it is done, or omitted to
be done, by the Participant in bad faith or without reasonable belief that the
Participant's action or omission was in the best interests of the Company.
2.8 COMMITTEE. "Committee" means the Executive Compensation Committee of
the Board.
2.9 COMPANY. "Company" means State Street Boston Corporation, any
subsidiary of State Street Boston Corporation, including the Bank, and any
successor companies, and any other entity with employees who participate in the
Basic Plan that is designated by the Committee.
2.10 CREDITED SERVICE. "Credited Service" means a Participant's years of
credited service or benefit service as defined in the Basic Plan which, for
purposes of the Plan, shall continue to accrue during any period of Disability
of a Participant, as defined by the State Street Retirement Plan.
2.11 EARLY RETIREMENT. "Early Retirement" means any termination of a
Participant's employment during the time period constituting Early Retirement
Age other than: (i) a voluntary termination without the consent of the
Committee; or (ii) an involuntary termination for Cause.
2.12 EARLY RETIREMENT AGE. "Early Retirement Age" means, for purposes of
this Plan, the time period occurring after and including a Participant's
attainment of age fifty-five (55) and prior to attaining age sixty-five (65).
2.13 EARNINGS. "Earnings" means a Participant's total annual base salary,
unreduced by voluntary deferrals of base salary by a Participant under
Company-sponsored plans; plus any cash annual incentive compensation awards; and
does not include any long-term incentive awards paid by the Company to a
Participant during the period of reference. For purposes of determining Earnings
for any particular year, Earnings for the year shall consist of base salary as
of January 1 of that year and annual incentive compensation awards relating to
such Participant's performance in the prior fiscal year, regardless of when
paid.
2.14 EMPLOYMENT. "Employment" means the period or periods during which a
Participant is an employee of the Company.
2.15 ERISA. "ERISA" means the Employee Retirement Income Security, Act of
1974, as amended, and any successor act thereto.
2.16 FINAL AVERAGE EARNINGS. "Final Average Earnings" means a Participant's
highest average of any five consecutive years Earnings during the last ten (10)
years of a Participant's Employment.
2.17 NORMAL RETIREMENT. "Normal Retirement" means any termination of a
Participant's employment during the time period constituting Normal Retirement
Age other than an involuntary termination for Cause.
2.18 NORMAL RETIREMENT AGE. "Normal Retirement Age" means, for purposes of
this Plan, the time period occurring on and after a Participant's attainment of
age sixty-five (65).
2.19 OTHER RETIREMENT INCOME. "Other Retirement Income" means the sum of
the retirement income payable to a Participant as set forth below:
(a) Basic Plan Offset; plus
(b) Additional Company Benefit; plus
(c) Retirement income payable under plans of a Participant's employers
other than the Company, expressed in the form of a straight life
annuity, as determined by the Committee.
2.20 PARTICIPANT. "Participant" means an eligible employee of the Company,
selected to receive benefits under the Plan as provided in Article 3, herein.
2.21 RETIREMENT. "Retirement" and "Retire" means Normal Retirement or Early
Retirement.
2.22 SPOUSE. "Spouse" means an individual who is a spouse as defined under
the Basic Plan.
2.23 TOP HAT PLAN. "Top Hat Plan" means a nonqualified, unfunded plan
maintained primarily to provide deferred compensation benefits to a Participant
who falls within a select group of "management or highly compensated employees"
within the meaning of Sections 201, 301, and 401 of ERISA.
ARTICLE 3. RETIREMENT
3.1 ELIGIBILITY. Only those employees who comprise a select group of
management or highly compensated employees, such that the Plan will qualify
for treatment as a Top Hat Plan, will be eligible to be selected to participate
in the Plan, as provided below.
3.2 PARTICIPATION. The Committee, or such person or entity designated by
the Committee, acting in its discretion, may designate any eligible employee as
a Participant under this Plan. Such designation shall be in writing and shall be
effective as of the date contained therein. Participation in the Plan is
terminable by the Committee, in its discretion, upon written notice to the
Participant, and termination shall be effective as of the date contained
therein, but no event earlier than the date of such notice.
3.3 FORFEITURE. In the event that a Participant's Employment terminates for
any reason (including without limitation if the Participant's employer ceases to
be an entity meeting the definition of the "Company" under this Plan) prior to
the Participant's (a) reaching age fifty-five (55) or (b) completing ten (10)
full years of Employment with the Company as of the date of termination of
Employment, then such Participant shall forfeit his or her right to receive any
and all benefits set forth in this Plan, unless determined otherwise by the
Committee, in its sole discretion. After the later of such dates, the
Participant shall have a vested benefit which shall become payable as provided
below upon his Normal Retirement or Early Retirement hereunder.
3.4 NONCOMPETITION. Notwithstanding any other provisions hereof, neither a
Participant nor spouse nor any other beneficiary of the Participant shall
receive any further benefits hereunder if the Participant, without prior written
consent of the Committee engages, either directly or indirectly, in any of the
activities described in (i) (ii) and (iii) below within two years after
termination of employment with the Company:
(i) employment or retention of any person whom the Company has, during
the two-year period prior to such termination of employment with the
Company, employed or retained. For purposes of the foregoing sentence, a
person retained by the Company means anyone who has rendered substantial
consulting services to the Company and has thereby acquired material
confidential information concerning any aspect of the Company's operations;
(ii) sale, offer to sell, or negotiation with respect to orders or
contracts for any product or service similar to, or competitive with a
product or service, or any equipment or system containing any such product
or service sold or offered by the Company, other than for the Company's
account, during the two-year period after such termination of employment,
to or with anyone with whom the Company has so dealt, or anywhere in any
state of the United States or in any other country, territory or possession
in which the Company has, during said period, sold, offered, or negotiated
with respect to orders or contracts for any such product, service,
equipment or system; or
(iii) ownership of any direct or indirect interest in (other than a
less-than-1% stock interest in a corporation), or affiliation with, or
rendition of any services for, any person or business entity which engages,
during the two-year period after the Participant's termination of
employment, either directly or indirectly, in any of the activities
described in subparagraph (i) or (ii) above.
ARTICLE 4. AMOUNT, FORM, AND PAYMENT OF SUPPLEMENTAL BENEFIT
4.1 NORMAL RETIREMENT BENEFIT. Subject to the terms of this Plan, the
annual supplemental benefit payable to a Participant hereunder in connection
with Normal Retirement, calculated as a straight life annuity, will equal the
amount specified below in Subsection (a), less the amount specified below in
Subsection (b):
(a) Fifty percent (50%) of Final Average Earnings; less
(b) Other Retirement Income.
4.2 EARLY RETIREMENT BENEFIT. Subject to the terms of this Plan, the annual
benefit payable to a Participant hereunder in connection with Early Retirement
shall equal the annual supplemental benefit (calculated as described in Section
4.1 above), reduced by an amount equal to:
(a) .0833% for each whole calendar month by which a Participant's date
of termination of Employment is before his or her sixty-fifth (65th)
birthday but is on or after such Participant's sixtieth (60th) birthday;
and
(b) 2.2083% for each whole calendar month by which a Participant's date
of termination of Employment is before his or her sixtieth (60th) birthday
but is on or after such Participant's fifty-fifth (55th) birthday.
4.3 FORM OF BENEFIT. A Participant's election as to the form and
commencement of his benefit under the Basic Plan shall automatically apply to
the payment of his Benefit. Any consent or waiver effected by a Participant or a
Participant's Spouse under any provision of the Basic Plan shall automatically
operate as a consent to the corresponding election or a waiver of the
corresponding benefit or right under the Plan.
ARTICLE 5. ADMINISTRATION
5.1 AUTHORITY OF THE COMMITTEE. This Plan shall be administered by the
Committee or any other committee designated by the Board to administer the Plan.
Subject to the provisions of the Plan, the Committee shall have the authority to
make, amend, interpret, and enforce all appropriate rules and regulations for
the administration of this Plan and to decide or resolve any and all questions,
including interpretations of this Plan, as may arise in connection with this
Plan.
5.2 AGENTS. In the administration of this Plan, the Committee may, from
time to time, employ agents and delegate to such agents such administrative
duties as it deems advisable and allowable under the terms of the Plan.
5.3 DECISIONS BINDING. The decision or action of the Committee with respect
to any question arising out of or in connection with the administration,
interpretation, and application of this Plan and any rules or guidelines made in
connection with the Plan shall be final, and conclusive, and shall be binding
upon all persons and entities having any interest in this Plan.
5.4 INDEMNITY OF COMMITTEE. The Company shall indemnify and hold harmless
the Committee and its individual members against any and all claims, loss,
damage, expense, or liability arising from any action or failure to act with
respect to this Plan.
5.5 COST OF ADMINISTRATION. The Company shall bear all expenses of
administration of this Plan.
ARTICLE 6. BENEFICIARY DESIGNATION
6.1 DESIGNATION OF BENEFICIARY. Each Participant shall be entitled to
designate a beneficiary or beneficiaries who, upon the Participant's death, will
receive the amounts that otherwise would have been paid to the Participant under
the Plan as calculated under Article 4 herein. All designations shall be signed
by the Participant, and shall be in such form as prescribed by the Committee.
The Participant may change his or her designation of beneficiary at any time, on
such form as prescribed by the Committee. The filing of a new beneficiary
designation form by a Participant shall automatically revoke all prior
designations by that Participant.
6.3 DEATH OF BENEFICIARIES. In the event that all the beneficiaries named
by a Participant pursuant to Section 6.1 herein predecease the Participant, the
amounts that otherwise would have been paid to the Participant shall be paid to
the Participant's estate.
6.3 INEFFECTIVE DESIGNATION. In the event the Participant does not
designate a beneficiary pursuant to this Article 6, or for any reason such
designation is ineffective in whole or in part, the amounts that otherwise would
have been paid to the Participant shall be paid to the Participant's estate.
ARTICLE 7. AMENDMENT AND TERMINATION
The Company hereby reserves the right to amend, modify, or terminate the
Plan at any time by action of a majority of the members of the Committee. Except
as described below in this Article 7, no such amendment or termination shall in
any material manner reduce or adversely affect any Participant's rights to
vested benefits hereunder without the consent of the Participant.
The Plan is intended to be a Top Hat Plan and therefore to be exempt from
the provisions of Parts 2, 3, and 4 of Title I of ERISA. Accordingly, the Board
may terminate the Plan and commence termination payout for all or certain
Participants, or remove certain employees as Participants, if it is determined
by the United States Department of Labor or a court of competent jurisdiction
that the Plan constitutes an employee pension benefit plan within the meaning of
Section 3(2) of ERISA which is not so exempt. If payout is commenced pursuant to
the operation of this Article 7, the payment of such amounts shall be made in
the manner, and at the times selected by the Committee; provided, however, that
such payment shall not be extended for a longer period of time than would have
been the case had the payment of benefits occurred as scheduled immediately
prior to such accelerated payout.
ARTICLE 8. MISCELLANEOUS
8.1 UNFUNDED PLAN. This Plan is intended to be a Top Hat Plan and therefore
exempt from the provisions of Parts 2, 3, and 4 of Title I of ERISA. Such status
shall not be adversely affected by the establishment of any trust pursuant to
Section 8.3 below.
8.2 UNSECURED GENERAL CREDITOR. Each Participant and his or her
beneficiaries, heirs, successors, and assigns shall have no secured legal or
equitable rights, interest, or claims in any property or assets of the Company,
nor shall any such persons have any rights, claims, or interests in any life
insurance policies, annuity contracts, or the proceeds therefrom owned or which
may be acquired by the Company. Except as provided in Section 8.3, such
policies, annuity contracts, or other assets of the Company shall not be held
under any trust for the benefit of a Participant, his or her beneficiaries,
heirs, successors or assigns, or held, in any way, as collateral security for
the fulfilling of any obligations of the Company under this Plan. Any and all of
the Company's assets and policies shall be, and shall remain for purposes of
this Plan, the general, unpledged, unrestricted assets of the Company. The
Company's obligation under this Plan shall be that of an unfunded and unsecured
promise to pay money in the future.
8.3 TRUST FUND. At its discretion, the Company may establish one or more
grantor trusts, with such trustees as the Committee may approve for the purpose
of providing for the payment of benefits under this Plan. Such trust or trusts
may be irrevocable, but the assets thereof shall be subject to the claims of the
Company's general creditors. To the extent any benefits provided under this Plan
are actually paid from any such trust, the Company shall have no further
obligation with respect thereto, but to the extent not so paid, such benefits
shall remain the obligation of, and shall be paid by, the Company.
8.4 NONASSIGNABILITY. Neither a Participant nor any, other person shall
have any right to sell, assign, transfer, pledge, anticipate, mortgage, or
otherwise encumber, hypothecate or convey in advance of actual receipt the
amounts, if any, payable hereunder, or any part thereof, which are, and all
rights to which are, expressly declared to be nonassignable and nontransferable.
No part of the amount payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any other person, nor shall such
amounts or rights to such amounts be transferable by operation of law in the
event of a Participant's or any other person's bankruptcy or insolvency.
8.5 NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between the Company
and any Participant, and Participants (and Participants' beneficiaries) shall
have no rights against the Company except as may otherwise be specifically
provided herein. Moreover, nothing in this Plan shall be deemed to give a
Participant the right to be retained in the service of the Company or to
interfere with the right of the Company to discipline or discharge any
Participant at any time.
8.6 VALIDITY. If any provision of this Plan shall be held illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be construed and enforced as if such
illegal and invalid provision had never been inserted herein.
8.7 SUCCESSORS. The provisions of this Plan shall bind and inure to the
benefit of the Company and its successors and assigns, and the Company shall
require all its successors and assigns to expressly assume its obligations
hereunder. The Term "successors," as used herein, shall include any corporate or
other business entity which shall, whether by merger, consolidation, purchase or
otherwise, acquire all or substantially all of the business and assets of the
Company.
8.8 TAX WITHHOLDING. The Company shall have the right to require
Participants to remit to the Company an amount sufficient to satisfy Federal,
state, and local tax withholding requirements, or to deduct from payment made
pursuant to the Plan amounts sufficient to satisfy such tax withholding
requirements.
8.9 GOVERNING LAW. The provisions of this Agreement shall be construed and
interpreted according to the laws of the Commonwealth of Massachusetts except as
preempted by Federal law.