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Exhibit
10.99
MELLON FINANCIAL
CORPORATION
LONG TERM PROFIT INCENTIVE
PLAN (2004)
RESTRICTED STOCK
AGREEMENT
THIS AGREEMENT, made this
20 th day
of February, 2007, by and between Mellon Financial Corporation (the
“Corporation”), having its principal place of business
in the Commonwealth of Pennsylvania,
and
«Name», a key
employee (“Grantee”) of the Corporation
WITNESSETH THAT:
WHEREAS, Grantee is now
employed by the Corporation (“Corporation”, when used
herein with reference to employment of Grantee, 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 shares of common stock, par value $.50
per share, of the Corporation (the “Stock”) subject to
restrictions set forth in the Plan and in this Agreement;
and
WHEREAS, the Corporation
desires to grant «ShareAmt» shares of Stock to
Grantee.
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: Stock
Award
1.1 Subject to the terms and
conditions set forth herein and to the terms of the Plan, and in
order to provide an additional incentive for Grantee, as a key
employee, to work for the long-range success of the Corporation,
the Corporation hereby awards to Grantee the number of shares of
Stock stated above, subject to adjustment as provided in
Section 10.7 of the Plan.
SECTION 2: Restrictions on
Transfer
2.1 No shares of Stock
awarded hereunder or any interest therein may be sold, transferred,
assigned, pledged or otherwise disposed of (any such action being
hereinafter referred to as a “Disposition” of shares)
by Grantee until such time as this restriction lapses with respect
to such shares pursuant to Sections 3.1, 3.2 or 3.3 hereof, and any
attempt to make such a Disposition shall be null and void and
result in the immediate forfeiture and return to the Corporation
without consideration of any shares of Stock as to which
restrictions on Disposition shall at such time be in
effect.
2.2 Grantee agrees that a
restrictive legend in substantially the following form may be
placed on the certificate representing the shares of Stock awarded
hereunder:
“The sale, transfer,
assignment, pledge or other disposition of the shares represented
by this certificate is subject to the restrictions set forth in the
Mellon Financial Corporation Long-Term Profit Incentive Plan
(2004) and in the Restricted Stock Agreement executed
thereunder dated as of February 20, 2007, copies of each of
which are available for inspection at the principal office of
Mellon Financial Corporation. No such transaction shall be
recognized as valid or effective unless there shall have been
compliance with the terms and conditions of such
Agreement.”
2.3 Grantee hereby authorizes
the Corporation or its agents to retain custody of the certificates
representing the Stock awarded hereunder until such time as the
restrictions on Disposition lapse. As soon as practicable after the
date on which restrictions on Disposition of any shares lapse, the
Corporation will cause to be delivered to Grantee (which delivery
may be by the Corporation’s interoffice mail or by the U.S.
mail at the last address for Grantee then indicated in the
Corporation’s records) certificates for such shares
registered in the name of Grantee with the restrictive legend
described in Section 2.2 hereof removed, or credit such shares
to a book-entry account in Grantee’s name. As soon as
practicable after the signing of this Agreement, Grantee shall
deliver to the Corporation’s Executive Compensation area (AIM
No. 151-0722), a signed copy of this Agreement.
2.4 Grantee understands that
the transfer agent for the Stock will be instructed to effect
transfers of the shares of Stock awarded hereunder only upon
satisfaction of the conditions set forth herein and in the
Plan.
SECTION 3: Lapse of
Restrictions and Forfeiture of Shares
3.1 If Grantee remains
continuously employed by the Corporation through the close of
business on February 20, 2010, the restrictions on Disposition
of the Stock set forth in Section 2.1 hereof shall lapse in
full on such date and Grantee shall receive the shares of Stock
fre
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