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EXHIBIT
99.8
MELLON FINANCIAL
CORPORATION
LONG-TERM PROFIT INCENTIVE
PLAN
TYPE I STOCK OPTION
AGREEMENT
THIS AGREEMENT, made this
day of
,
, by and between Mellon Financial Corporation (the
“Corporation”), having its principal place of business
in the Commonwealth of Pennsylvania,
and
[NAME], a key employee (the
“Optionee”) of the Corporation
WITNESSETH THAT:
WHEREAS, the Optionee is now
employed by the Corporation (“Corporation,” when used
herein with reference to employment of the Optionee, shall include
any Affiliate of the Corporation as defined in the Plan) as a key
employee; and
WHEREAS, the Corporation has
adopted the Long-Term Profit Incentive Plan (2004) (the
“Plan”) under which the Corporation may grant to key
employees of the Corporation options to purchase common stock of
Mellon Financial Corporation (hereinafter “Common
Stock”); and
WHEREAS, the Corporation
desires to grant a stock option for [NUMBER OF SHARES] shares of
Common Stock to the Optionee.
NOW THEREFORE, in
consideration of the covenants and agreements herein contained and
intending to be legally bound, the parties hereto hereby agree with
each other as follows:
SECTION 1:
Employment
1.1 Neither the grant of the
Option nor anything else contained in this Agreement shall be
deemed to limit or restrict the right of the Corporation to
terminate the Optionee’s employment at any time, for any
reason, with or without cause.
SECTION 2: Stock
Option
2.1 Subject to the terms and
conditions set forth herein and to the terms of the Plan, the
Corporation hereby grants to the Optionee the right and option to
purchase at any time and from time to time from the Corporation at
a price of [$PRICE] per share (the “Option Price”) up
to, but not exceeding in the aggregate, the number of shares of
Common Stock stated above (the “Option”).
SECTION 3: Exercise and
Withholding
3.1 This Option may not be
exercised prior to December 31, [YEAR OF GRANT]. This Option may be
exercised between December 31, [YEAR OF GRANT] and December 30,
[YEAR OF GRANT +1], inclusive, for a number of shares of Common
Stock equal to one-third of the number of shares covered by this
Option (rounded upward to the nearest whole share). This Option may
be exercised between December 31, [YEAR OF GRANT +1] and December
30, [YEAR OF GRANT+2], inclusive, for a number of shares of Common
Stock equal to two-thirds of the number of shares covered by this
Option (rounded upward to the nearest whole share) minus the
aggregate number of shares purchased hereunder prior to December
31, [YEAR OF GRANT+1]. This Option may be exercised between
December 31, [YEAR OF GRANT+2] and [TEN YEARS FROM GRANT DATE LESS
ONE DAY], inclusive, for a number of shares of Common Stock equal
to the full number of shares covered by this Option minus the
aggregate number of shares purchased hereunder prior to December
31, [YEAR OF GRANT +2]. This Option may not be exercised after [TEN
YEARS FROM GRANT DATE LESS ONE DAY].
3.2 This Option shall be
exercised by the Optionee by delivering to the Corporation’s
Executive Compensation area (AIM No. 151-0722) (i) this Agreement
signed by the Optionee, (ii) a written notification specifying the
number of shares which the Optionee then desires to purchase and
the address to which share certificates should be delivered, (iii)
a check payable to the order of the Corporation and/or shares of
Common Stock equal in value to the aggregate Option Price of such
shares and/or an instruction from the Optionee directing the
Corporation to withhold shares of Common Stock otherwise receivable
upon exercise of this Option (subject to any restrictions regarding
prior ownership of such shares or an equivalent number of shares
imposed by the Corporation), and (iv) a stock power executed in
blank for any shares of Common Stock delivered pursuant to clause
(iii) hereof. Shares of Common Stock surrendered in exercise of
this Option shall have been held by the Optionee for at least six
months prior to such delivery and shall be valued as of the date,
and by the means, prescribed by the Corporation’s procedures
in effect at the time of such exercise.
3.3 In each case where the
Optionee exercises this Option in whole or in part the Corporation
will notify the Optionee of the amount of withholding tax, if any,
required under federal and, where applicable, state and local law,
and the Optionee shall, forthwith upon the receipt of such notice,
remit the required amount to the Corporation.
3.4 As soon as practicable
after each exercise of this Option and compliance by the Optionee
with all applicable conditions, except as otherwise provided under
Section 6.3 hereof, the Corporation will mail or cause to be mailed
to the Optionee at the address specified in the written
notification delivered pursuant to Paragraph 3.2 hereof
certificates registered in the name of the Optionee, or such name
as directed by the Optionee, for the number of shares of Common
Stock, if any, which the Optionee is entitled to receive upon such
exercise under the provisions of this Agreement. Alternatively, the
Corporation may credit such shares to a book-entry account in
Optionee’s name.
3.5 From time to time and for
any reason it deems appropriate, the Corporation may amend its
procedures for the exercise of stock options, and if such
procedures are so amended, the provisions of Sections 3.2, 3.3 and
3.4 hereof shall be amended immediately and automatically to
incorporate such amendment; provided , however , that
no such amendment shall be incorporated without the
Optionee’s written consent if it would adversely affect the
Optionees rights under Section 2.1, 3.1, 4.1, 4.2, 4.3 or 4.4
hereof.
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3.6 Notwithstanding any other
provision hereof, this Option shall become fully exercisable
immediately and automatically upon the occurrence of a Change in
Control Event, as defined in the Plan.
SECTION 4: Termination of
Employment
4.1 If the Optionee’s
termination of employment is after age 55 and Optionee is credited
with 5 years of employment with the Corporation, the Optionee shall
have the right to exercise this Option within two years after such
termination date, subject to the provisions of Section 4.6(a) of
the Plan, to the extent this Option was exercisable at the time of
termination.
4.2 If the Optionee’s
termination of employment is by reason of his or her total
disability covered by a long-term disability plan of the
Corporation then in effect, the Optionee shall have the right to
exercise this Option within two years after such date of
termination of employment, to the extent this Option was
exercisable at the time of termination of employment.
4.3 If the Optionee’s
employment is terminated by the Corporation “without
cause,” as defined in the Plan, within two years after the
occurrence of a Change in Control Event, the Optionee shall have
the right to exercise this Option within one year after such date
of termination of employment, to the extent this Option was
exercisable at the time of termination of employment.
4.4 If the Optionee shall die
while employed by the Corporation, or within a period following
termination of employment during which this Option remains
exercisable under Sections 4.1, 4.2, 4.3, 4.5 or 4.6, this Option
may be exercised within two years from the date of the
Optionee’s death by the executor or administrator of the
Optionee’s estate or by the person or persons to whom the
Optionee shall have transferred such right by Will or by the laws
of descent and distribution, to the extent this Option was
exercisable by the Optionee at the time of his or her
death.
4.5 In the event all
employment of the Optionee with the Corporation is terminated due
to the sale of a business unit or subsidiary of the Corporation by
which the Optionee is employed, and the Optionee is not displaced
pursuant to the Corporation’s Employee Displacement Program
or a successor practice or similar practice of the Corporation or
an Affiliate, the Optionee shall have the right to exercise this
Option within one year from the date of his or her termination of
employment to the extent this Option was exercisable at the time of
termination of employment.
4.6 In the event the Optionee
is displaced from employment with the Corporation in accordance
with the Corporation’s Employee Displacement Program or a
successor practice or similar practice of the Corporation or an
Affiliate, this Option shall continue to become exercisable in
accordance with Section 3.1 through the end of the Optionee’s
salary continuance period or if a lump sum payment is elected from
such Displacement Program, the last day of his or her
employment.
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4.7 In the event all
employment of the Optionee with the Corporation is terminated for
any reason other than stated above, this Option shall terminate
upon such termination of employment.
4.8 Notwithstanding the
foregoing, in no event shall this Option be exercisable after [TEN
YEARS FROM GRANT DATE LESS ONE DAY].
SECTION 5:
Miscellaneous
5.1 Whenever the word
“Optionee” is used in any provision of this Option
under circumstances where the provision should logically be
construed to apply to the executors, the administrators or the
person or persons to whom this Option may be transferred as
permitted herein , the word “Optionee” shall be
deemed to include such person or persons.
5.2 This Option may be
transferred (without the Reload Option Rights, if any, included in
this Agreement) (i) by the Optionee upon his or her death or (ii)
as directed by the Optionee named on the first page of this
Agreement during his or her lifetime by gift to members of his or
her immediate family or to an entity for the benefit of the
Optionee and/or members of his or her immediate family. For
purposes of the preceding sentence, members of the Optionee’s
immediate family and entities for the benefit of the Optionee
and/or members of his or her immediate family shall mean any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, a trust in which these persons have the
exclusive beneficial interest and any other entity in which these
persons own and retain 100% of the beneficial interest. All
transfers shall be made in accordance with procedures adopted by
the Corporation, which may be amended by the Corporation from time
to time. No other assignment or transfer of this Option, or of the
rights represented thereby, whether voluntary or involuntary, by
operation of law or otherwise shall be permitted, but immediately
upon any such assignment or transfer this Option shall terminate
and become of no further effect. This Option shall be exercisable
only by the Optionee or by an immediate family member or entity or
other person to which this section permits transfer. The
Corporation shall have received an amount sufficient to satisfy any
federal, state, local or other withholding tax requirements prior
to the delivery of any certificate for the shares issuable upon
exercise of this Option.
5.3 If there is any change in
the Common Stock by reason of any stock split, stock dividend,
spin-off, split-up, spin-out, recapitalization, merger,
consolidation, reorganization, combination or exchange of shares,
or any other similar transaction, the number and kind of shares
subject to this Option and the Option Price, as applicable, shall
be appropriately adjusted by the Human Resources Committee of the
Board of Directors of the Corporation (the
“Committee”).
5.4 Notwithstanding any other
provision hereof, the Optionee hereby agrees that he or she will
not exercise the Option granted hereby, and that the Corporation
will not be obligated to
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issue any shares to the Optionee
hereunder, if the exercise thereof or the issuance of such shares
shall constitute a violation by the Optionee or the Corporation of
any provision of law or regulation of any governmental authority.
Any determination in this connection by the Committee shall be
final, binding and conclusive. The Corporation shall in no event be
obliged to register any securities pursuant to the Securities Act
of 1933 (as the same shall be in effect from time to time) or to
take any other affirmative action in order to cause the exercise of
the Option or the issuance of shares pursuant thereto to comply
with any law or regulation of any governmental
authority.
5.5 No amount of income
received by an Optionee pursuant to this Agreement shall be
considered compensation for purposes of any pension or retirement
plan, insurance plan or any other employee benefit plan of the
Corporation.
5.6 The parties hereto agree
that the Option granted hereby is not , and should
not be construed to be, an incentive stock option under
Section 422 of the Internal Revenue Code, as amended.
5.7 The Optionee accepts the
grant of the Option confirmed hereby, and agrees to be bound by the
terms and provisions of the Plan, as the Plan may be amended from
time to time; provided, however, that no alteration, amendment,
revocation or termination of the Plan shall, without the written
consent of the Optionee, adversely affect the rights of the
Optionee with respect to the Option. Should there be any
inconsistency between the provisions of this Option and the terms
and conditions of the Plan, the provisions in the Plan shall govern
and prevail. A copy of the Plan may be obtained by writing or
calling the Executive Compensation Division of the Human Resources
Department of the Corporation at the Corporation’s principal
office in Pittsburgh, Pennsylvania.
5.8 This Agreement shall be
construed and enforced in accordance with the laws of the
Commonwealth of Pennsylvania, other than any choice of law rules
calling for the application of laws of
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