EXHIBIT 10.22
NONEMPLOYEE DIRECTOR RETIREMENT PLAN
ARTICLE 1. ESTABLISHMENT AND PURPOSE
1.1 ESTABLISHMENT. State Street Boston Corporation (the "Company") hereby
establishes a nonemployee director retirement plan, as described herein, which
shall be known as the "State Street Boston Corporation Nonemployee Director
Retirement Plan" (the "Plan"), effective as of January 1, 1995 (the "Effective
Date").
1.2 PURPOSE. The primary purpose of the Plan is to assist the Company in
attracting and retaining individuals of superior talent, ability, and
achievement to serve on its Board of Directors by providing retirement benefits
for certain Directors who retire after the Effective Date of the Plan.
ARTICLE 2. DEFINITIONS
2.1 "ANNUAL RETAINER" means the amount paid by the Company to each
Nonemployee Director as annual compensation for Service, which amount is
exclusive of any Board or Committee meeting fees, or remuneration under other
plans, agreements, or policies.
2.2 "BOARD" means the Board of Directors of State Street Boston
Corporation.
2.3 "COMMITTEE" means the Executive Compensation Committee of the Board, or
any other successor committee appointed by the Board to administer the Plan.
2.4 "COMPANY" means State Street Boston Corporation, a Massachusetts
corporation, its subsidiaries, including State Street Bank & Trust Company, a
Massachusetts trust company, and any successor organizations.
2.5 "DIRECTOR" means an individual who is a member of the Board on or after
the Effective Date of the Plan.
2.6 "DISABILITY" means any physical or mental condition of a permanent
nature which, in the sole judgment of the Committee, based upon the advice of a
competent medical professional selected by the Committee, prevents a Director
from performing his or her duties as a member of the Board.
2.7 "EFFECTIVE DATE" means January 1, 1995.
2.8 "ELIGIBLE NONEMPLOYEE DIRECTOR" means a Nonemployee Director who meets
the eligibility requirements for receiving retirement benefits under this Plan,
as set forth in Article 4 herein.
2.9 "NONEMPLOYEE DIRECTOR" means a Director who is not employed by the
Company, any subsidiary of the Company, or any successor organization.
2.10 "PLAN" means the State Street Boston Corporation Nonemployee Director
Retirement Plan, as set forth herein.
2.11 "RETIREMENT BENEFITS" means payments made to Eligible Nonemployee
Directors as specified in Article 5 herein.
2.12 "SERVICE" means a Director's service as a Nonemployee Director.
2.13 "YEAR OF SERVICE" means the 12-month period commencing with the first
day of the calendar month in which each annual meeting of the stockholders of
the Company takes place during which a Director served on the Board.
ARTICLE 3. ADMINISTRATION
3.1 THE COMMITTEE. The Plan shall be administered by the Committee or such
successor committee appointed by the Board.
3.2 AUTHORITY OF THE COMMITTEE. Except as limited by law or by the
Company's Articles of Organization or Bylaws, and subject to the provisions
herein, the Committee shall have the authority to interpret the Plan; establish,
amend, or waive rules and regulations for the Plan's administration; and,
subject to Article 6, herein, amend the terms and conditions of the Plan.
Further, the Committee shall make all other determinations which may be
necessary or advisable for the administration of the Plan. As permitted by law,
the Committee may delegate any of its authority granted under the Plan to such
other person or entity as it deems appropriate.
3.3 DECISIONS BINDING. Any decision or action of the Committee with respect
to any question arising out of or in connection with the administration,
interpretation, and application of the terms and provisions of the Plan and the
rules and regulations promulgated thereunder shall be final and conclusive, and
binding upon all persons and entities having any interest in the Plan.
ARTICLE 4. ELIGIBILITY AND PARTICIPATION
Any Nonemployee Director who has completed at least five (5) full Years of
Service (whether or not continuous) as of the date of termination of Service
shall be an Eligible Nonemployee Director who is entitled to vested benefits
under the Plan, which shall be payable as set forth when such Eligible
Nonemployee Director retires, resigns, dies or otherwise terminates Service on
the Board on or after the Effective Date of the Plan.
ARTICLE 5. RETIREMENT BENEFITS
5.1 AMOUNT OF RETIREMENT BENEFITS. Each Eligible Nonemployee Director shall
receive monthly payments, in an amount equal to one-twelfth ( 1/12) of the
Annual Retainer in effect as of the effective date of his or her retirement,
resignation, or other termination of Service, such payments hereinafter referred
to cumulatively as the "Retirement Benefits." The number of such payments shall
equal the lesser of (i) one hundred twenty (120); or (ii) the number of full
months of Service on the Board as a Nonemployee Director.
5.2 PAYMENT OF RETIREMENT BENEFITS. Payment of Retirement Benefits to an
Eligible Nonemployee Director under this Plan shall be made in cash, and shall
commence one (1) month following the Director's termination of Service for any
reason. For this purpose, the termination of a Director's Service by reason of
Disability, shall be deemed to occur on the date that the Committee designates
as the date on which the definition of Disability under this Plan has been
satisfied.
5.3 PAYMENT IN THE EVENT OF DEATH. In the event that an Eligible
Nonemployee Director dies while in Service or after retirement or other
termination of Service but prior to the receipt of all Retirement Benefits set
forth under this Plan to which he or she is entitled, the Company, shall pay the
present value of the remaining unpaid Retirement Benefits owing to such
Director. Such payment shall be made in cash, in one lump sum, within sixty (60)
calendar days following the date of death. The interest rate to be used to
determine the present value of the unpaid Retirement Benefits shall be the
six-month U.S. Treasury Bill rate in effect on the date of death. Unless
specified otherwise pursuant to Article 8 herein, such payment shall be made to
the estate of such Director.
5.4 NONCOMPETITION. Notwithstanding any other provisions hereof, neither a
Nonemployee Director nor spouse nor any other beneficiary of the Nonemployee
Director shall receive any further benefits hereunder if the Nonemployee
Director, 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 Service on the Board.
(i)employment or retention of any person whom the Company has, during
the two-year period prior to such termination of Service on the Board,
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 Service on
the Board, 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 Nonemployee Director's termination of
Service on the Board, either directly or indirectly, in any of the
activities described in subparagraph (i) or (ii) above.
ARTICLE 6. AMENDMENT AND TERMINATION
6.1 AMENDMENT. The Committee may, by a majority vote at the Committee,
amend the Plan from time to time as may be necessary for administrative purposes
and legal compliance, provided, however, that no such amendment shall adversely
affect the rights of any Eligible Nonemployee Director under the Plan without
such Director's prior consent.
6.2 TERMINATION. The Board may, at any time and in its sole discretion,
terminate or suspend the Plan in whole or in part. However, no such termination
or suspension shall, without the prior consent of the interested persons or
entities, reduce or adversely affect any benefits of any Eligible Nonemployee
Director which may have vested prior to such action, the benefits of any
Eligible Nonemployee Director who has previously retired, the benefits of any
Beneficiary of an Eligible Nonemployee Director who has previously retired, the
benefits of any Beneficiary of an Eligible Nonemployee Director who has
previously died, or Plan liabilities already accrued under the terms herein.
ARTICLE 7. RIGHTS OF ELIGIBLE NONEMPLOYEE DIRECTORS
7.1 NOMINATION FOR ELECTION. Neither the establishment of the plan nor any
action taken hereunder shall obligate the Company to nominate any Director for
reelection to the Board. Likewise, neither the establishment of the Plan nor any
action taken hereunder shall obligate any Director to agree to be nominated for
reelection or continued Service on the Board.
7.2 SUCCESSORS. All obligations of the Company under the Plan shall be
binding upon and inure to the benefit of any successor or assign of the Company,
and the Company shall require all of its successors and assigns expressly to
assume its obligations hereunder, whether the existence of such successor or
assign is the result of a direct or indirect purchase of all or substantially
all of the assets of the Company, a merger, consolidation, or otherwise.
7.3 OTHER PLANS. The Plan shall not, in any way, affect the rights of any
Director under any deferred compensation plan or other agreement between such
Director and the Company.
ARTICLE 8. BENEFICIARY DESIGNATION
8.1 DESIGNATION OF BENEFICIARY. Each Eligible Nonemployee Director
participating in the Plan shall be entitled to designate a beneficiary or
beneficiaries who, upon such Director's death, will receive the amounts that
otherwise would have been paid to such Director under the Plan, calculated as
provided in Section 5.3 herein. All designations shall be signed by such
Director, and shall be in the form as prescribed by the Committee. Except as
provided otherwise by the Committee, the Director 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 Director shall
automatically revoke all prior designations by that Director.
8.2 DEATH OF BENEFICIARIES. In the event that all the beneficiaries named
by a Director, pursuant to Section 8.1 herein, predecease the Director, the
amounts that otherwise would have been paid to the Director shall be paid to the
Director's estate.
8.3 INEFFECTIVE DESIGNATION. In the event the participating Eligible
Nonemployee Director does not designate a beneficiary, or for any reason such
designation is ineffective in whole or in part, the amounts that otherwise would
have been paid to the Director shall be paid to the Director's estate.
ARTICLE 9. MISCELLANEOUS
9.1 UNFUNDED PLAN. The Plan shall be a noncontributory, nonqualified, and
unfunded plan. Such status shall not be adversely affected by the establishment
of any trust pursuant to Section 9.3 below. Retirement Benefits under the Plan,
and any other payments made pursuant to the Plan, shall represent unsecured,
general obligations of the Company, and shall be paid by the Company from its
general operating assets. No special fund or trust shall be required to be
created by the Company to fund the obligations under the Plan, nor shall any
notes or securities be issued with respect to any Retirement Benefits under the
Plan.
9.2 UNSECURED GENERAL CREDITOR. Each Eligible Nonemployee Director 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 9.3, such
policies, annuity contracts, or other assets of the Company shall not be held
under any trust for the benefit of an Eligible Nonemployee Director, 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.
9.3 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.
9.4 NONASSIGNABILITY. Neither an Eligible Nonemployee Director 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 an Eligible Nonemployee Director or any
other person, nor shall such amounts or rights to such amounts be transferable
by operation of law in the event of an Eligible Nonemployee Director's or any
other person's bankruptcy or insolvency.
9.5 SEVERABILITY. 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 or invalid provision had never been inserted herein.
9.6 GOVERNING LAW. The Plan shall be governed by and construed according to
the laws of the Commonwealth of Massachusetts.
9.7 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.