EXHIBIT 10.19
STATE STREET GLOBAL ADVISORS
INCENTIVE COMPENSATION PLAN
I. Purpose
The purpose of the plan is to provide participants with significant
incentive to enhance the financial performance of State Street Global
Advisors ("SSgA") and State Street Boston Corporation ("SSB").
II. Funding and Incentive Pool
Annual financial targets and funding level of the Incentive Pool
shall be determined by the CEO of SSgA and the CEO of SSB, subject to the
approval of the Executive Compensation Committee of SSB. Annual financial
targets, incentive funding levels and operating procedures shall be
attached as Schedule A, and amended from time to time, as required.
The Incentive Pool shall be allocated between Annual Incentive Awards
and a Long Term element. The CEO of SSgA shall determine the percentage of
such allocation. Subject to the approval of the CEO of SSB, the CEO of
SSgA shall establish financial targets and procedures for the Long Term
element.
III. Eligibility and Participation
All officers and full time non-officers of SSgA are eligible to
participate in the Annual Incentive Awards element of the plan.
Additionally, such senior officers who have responsibility for direct
impact on the financial success of SSgA shall be eligible to participate
in the Long Term element of the plan. Participation in the Long Term
element of the plan requires prior approval of the CEO of SSB.
IV. Miscellaneous
No payment shall be made to any employee who ceases to be employed by
SSgA, or SSB or one of its subsidiaries, provided, however, that this
provision shall not apply if the participant's employment is terminated by
reason of death or disability prior to the date of actual payment of
incentive or deferral.
Should a participant in the plan be terminated as a result of a
change in control of either SSgA or any existing balances or deferrals
shall be paid at the time of such termination.
STATE STREET GLOBAL ADVISORS
SCHEDULE A
FINANCIAL TARGETS, FUNDING AND OPERATING PROCEDURES
1996
I. Financial Targets and Incentive Pool Funding
The incentive pool will be generated based upon achievement of Net
Income Before Taxes and Incentive Compensation ("NIBTIC"). For 1996, the
pool will be as follows:
a. Below $77.0 million NIBTIC, no incentives will be paid.
b. At $77.0 million NIBTIC, the incentive pool will be $15.0
million.
c. At $104.7 million NIBTIC, the incentive pool will be $26.8
million.
d. Between NIBTIC of $77.0 million and $104.7 million, the incentive
pool will rise from $15.0 million to $26.8 million in direct
proportion with the increase in NIBTIC from $77.0 million to
$104.7 million.
e. Above $104.7 million NIBTIC, one half NIBTIC will be added to the
incentive pool.
II. Award Procedures
Recommendation and approval of awards shall be as follows:
a. Only participants meeting job standards are eligible for awards.
b. Participants' managers shall recommend award amounts based upon
each participant's contribution to the financial performance of
SSgA.
c. Award recommendations are subject to the approval of the CEO of
SSgA, the CEO and the Executive Compensation Committee of SSB.
Payments of awards shall be made in accordance with the following
provision:
a. Awards to non-officer participants shall be made in February
1997.
b. Awards to officer participants shall be made as follows:
o 70% in February 1997
o 15% in February 1998
o 15% in February 1999
c. Deferred payments shall earn interest equal to the effective
yield to maturity on the one year U.S. Treasury note with an
issue date closest to February 15, 1997.
All payments are subject to applicable country, state and local tax
requirements and shall be made in accordance with the procedures and standards
established by SSB for other compensation.