Northern Trust 10-K 2008
Documents found in this filing:
NORTHERN TRUST CORPORATION
SUPPLEMENTAL EMPLOYEE STOCK OWNERSHIP PLAN
(As Amended and Restated Effective January 1, 2008)
The Supplemental Employee Stock Ownership Plan for Employees of The Northern Trust Company, was initially adopted effective September 1, 1989, restated effective September 1, 1989, again restated effective February 19, 1991 and further amended and restated effective January 1, 1996 and May 1, 1996 (the Restated Supplemental ESOP). Effective as of July 20, 1999, the assets and obligations of the Restated Supplemental ESOP were transferred by The Northern Trust Company to its parent corporation, Northern Trust Corporation and from and after such date the Northern Trust Corporation became the sponsor of the Restated Supplemental ESOP. Northern Trust Corporation further amended and restated the Restated Supplemental ESOP effective July 20, 1999 to reflect the transfer of the assets and obligations thereof to Northern Trust Corporation and certain other changes. At that time, the Restated Supplemental ESOP was designated as the Northern Trust Corporation Supplemental Employee Stock Ownership Plan.
Northern Trust Corporation now hereby further amends and restates the Northern Trust Corporation Supplemental Employee Stock Ownership Plan, generally effective January 1, 2008 (with such other effective dates as are noted herein) to comply with various changes in applicable law, including the American Jobs Creation Act of 2004, and to make certain other changes.
Wherever used herein the following terms shall have the meanings hereinafter set forth:
Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Corporation immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Corporation immediately following such transaction or series of transactions.
For purposes of this Section 1.3 and Section 1.15 (where applicable) the following definitions shall apply:
- 2 -
Affiliate shall have the meaning set forth in Rule 12b-2 under Section 12 of the Exchange Act; Beneficial Owner shall have the meaning set forth in Rule 13d-3 under the Exchange Act, except that a Person shall not be deemed to be the Beneficial Owner of any securities with respect to which such Person has properly filed a Form 13-G; Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time; and Person shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Corporation or any of its Affiliates, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation.
In accordance with the Qualified Plan, each Participant or Inactive Participant who is an Employee on the date a Change in Control occurs shall be 100 percent vested in the adjusted balance of his or her Supplemental ESOP Account.
- 3 -
- 4 -
- 5 -
- 6 -
Supplemental ESOP Allocations made for the benefit of a Participant for any Plan Year shall be allocated to a Supplemental ESOP Account maintained under the Plan in the name of such Participant as of the last day of such Plan Year. Anything in the Plan to the contrary notwithstanding, no Supplemental ESOP Allocation shall be made to the Supplemental ESOP Account of any Participant for any Plan Year that begins on or after January 1, 2005.
INVESTMENT OF SUPPLEMENTAL ALLOCATIONS
LIMITS ON DISTRIBUTIONS
- 7 -
Any unvested portion of a Participants Supplemental ESOP Account shall be forfeited and retained by the Company.
- 8 -
ADMINISTRATION OF THE PLAN
AMENDMENT OR TERMINATION
- 9 -
In addition, after the date of the occurrence of a Change in Control, no amendment of Section 5.1 of the Plan shall be effective with respect to any Participant who is a Participant as of the occurrence of a Change in Control without the consent of such Participant.
- 10 -
- 11 -
Establishment of the Plan shall not be construed to give any Participant the right to be retained in the service of the Corporation or the Company.
- 12 -
IN WITNESS WHEREOF, Northern Trust Corporation has caused this amendment and restatement of the Plan to be executed on its behalf by its duly authorized officer this 11th day of December, 2007, effective January 1, 2008 (or as of such other dates as are noted herein).
- 13 -
Special 2005 Termination of Participation for Specified Employees
This Supplement #1 to the Northern Trust Corporation Supplemental Employee Stock Ownership Plan, as amended and restated effective January 1, 2008 (the Plan), is made a part of the Plan and supersedes any provisions thereof to the extent that they are not consistent with this Supplement. Unless the context clearly implies or indicates to the contrary, a word, term or phrase used or defined in the Plan is similarly used or defined for purposes of this Supplement #1.
Special 2005 Termination of Participation: Pursuant to and in accordance with Notice 2005-1 and proposed regulations under Code section 409A issued by the U.S. Treasury Department and the Internal Revenue Service, each 2005 Specified Employee Participant shall be considered to have terminated participation in the Plan with respect to any amounts that would otherwise be subject to Code section 409A, effective as of the date such 2005 Specified Employee Participant terminated employment with the Company. Anything in the Plan to the contrary notwithstanding, such amounts shall be distributed in a lump sum distribution to such 2005 Specified Employee Participant no later than December 31, 2005, or the date such amounts become vested, if later.
- 14 -