Exhibit 99.3
MELLON FINANCIAL CORPORATION
LONG-TERM PROFIT INCENTIVE PLAN
(2004)
NONQUALIFIED 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,
a
n
d
[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 [ONE YEAR AFTER GRANT DATE OR SUCH OTHER DATE AS MAY BE
DETERMINED BY THE HUMAN RESOURCES COMMITTEE OF THE
CORPORATION’S BOARD OF DIRECTORS (THE
“COMMITTEE”]. This Option may be exercised between [ONE
YEAR AFTER GRANT DATE AND TWO YEARS AFTER GRANT DATE LESS ONE DAY,
OR SUCH OTHER DATE(S) AS MAY BE DETERMINED BY THE COMMITTEE],
inclusive, for a number of shares of Common Stock equal to
[ONE-THIRD, OR SUCH OTHER AMOUNT AS MAY BE DETERMINED BY THE
COMMITTEE] of the number of shares covered by this Option (rounded
upward to the nearest whole share). This Option may be exercised
between [TWO YEARS AFTER GRANT DATE AND THREE YEARS AFTER GRANT
DATE LESS ONE DAY, OR SUCH OTHER DATE(S) AS MAY BE DETERMINED BY
THE COMMITTEE], inclusive, for a number of shares of Common Stock
equal to [TWO-THIRDS, OR SUCH OTHER AMOUNT AS MAY BE DETERMINED BY
THE COMMITTEE] 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 [TWO YEARS AFTER
GRANT DATE OR SUCH OTHER DATE DETERMINED BY THE COMMITTEE]. This
Option may be exercised between [THREE YEARS AFTER GRANT DATE AND
TEN YEARS AFTER GRANT DATE LESS ONE DAY, OR SUCH OTHER DATE(S)
DETERMINED BY THE COMMITTEE], 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 [THREE YEARS AFTER GRANT DATE, OR SUCH OTHER DATE AS MAY
BE DETERMINED BY THE COMMITTEE]. This Option may not be exercised
after [TEN YEARS AFTER GRANT DATE LESS ONE DAY, OR SUCH OTHER
EARLIER DATE AS MAY BE DETERMINED BY THE COMMITTEE].
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.
-2-
3.4 As soon as practicable after
each exercise of this Option and compliance by the Optionee with
all applicable conditions, 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 i
