{"id":40080,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/long-term-cash-incentive-plan-northern-trust-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"long-term-cash-incentive-plan-northern-trust-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/long-term-cash-incentive-plan-northern-trust-corp.html","title":{"rendered":"Long-Term Cash Incentive Plan – Northern Trust Corp."},"content":{"rendered":"

NORTHERN TRUST CORPORATION 2012 LONG TERM CASHINCENTIVE PLAN <\/u><\/strong><\/p>\n

The Northern Trust Corporation 2012 Long Term Cash Incentive Plan (the
\n“Plan”) was adopted on February 13, 2012 and became effective on that date (the
\n“Effective Date”).<\/p>\n\n\n\n
\n

1.<\/p>\n<\/td>\n

\n

Purpose<\/strong>. The purpose of the Plan is to promote the growth
\nand profitability of the Corporation and its Subsidiaries by encouraging
\noutstanding individuals to accept or continue employment with the Corporation
\nand its Subsidiaries through the provision of incentive compensation
\nopportunities in the form of Long Term Cash Incentive Awards (“Awards”).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

2.<\/p>\n<\/td>\n

\n

Administration<\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The Committee shall administer the Plan, except as otherwise determined by
\nthe Board. The Committee shall consist of at least two (2) Directors as the
\nBoard may designate from time to time. Notwithstanding anything to the contrary
\ncontained herein, membership of the Committee shall be limited to Board members
\nwho meet the “non:employee director” definition in Rule 16b-3 under Section 16
\nof the Exchange Act.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The Committee shall have full power and authority to interpret the Plan, to
\nestablish, amend and rescind any rules and regulations relating to the Plan, to
\ndetermine the terms and provisions of any Long Term Cash Incentive Award
\nAgreement entered into under the Plan, and to make all other determinations that
\nmay be necessary or desirable for the administration of the Plan. Any
\ninterpretation of the Plan by the Committee shall be final and binding on all
\npersons.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

The Committee may delegate the administration of the Plan, in whole or in
\npart, on such terms and conditions as it may impose, to such other person or
\npersons as it may determine in its discretion, except with respect to Awards to
\nofficers subject to Section 16 of the Exchange Act and except to the extent
\nprohibited by applicable law or the applicable rules of a stock exchange.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

3.<\/p>\n<\/td>\n

\n

Participants<\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Participants shall consist of Employees whom the Committee may designate from
\ntime to time to receive Awards under the Plan. Awards may be granted to
\nParticipants who are or were previously Participants under this or other plans
\nof the Corporation or any Subsidiary, and the Corporation may continue to award
\nbonuses and other compensation to Participants under other programs now in
\nexistence or hereafter established.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The Committee shall have the authority to amend the terms and conditions
\nrelating to an Award, provided that no amendment shall adversely affect the
\nrights of any Participant under any outstanding Award in any material way<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

without the written consent of the Participant unless such amendment is
\nrequired by applicable law, or is necessary to cause the Award to be exempt
\nfrom, or comply with, Code Section 409A.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

4.<\/p>\n<\/td>\n

\n

Long Term Cash Incentive Awards<\/strong>. The Committee may in its
\ndiscretion award Long Term Cash Incentive Awards under the Plan to Participants
\nhereunder. Each Award shall be subject to such terms and conditions as the
\nCommittee may determine at the time of grant, the general provisions of the
\nPlan, the terms and conditions of the applicable Long Term Cash Incentive Award
\nAgreement and the following specific rules:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Each Award shall be governed by a Long Term Cash Incentive Award Agreement
\n(“Award Agreement”), which shall specify such terms and conditions, not
\ninconsistent with the terms and conditions of the Plan, as the Committee shall
\ndetermine.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

An Award shall consist of a commitment by the Corporation to distribute at
\nthe time specified in, and in accordance with the terms of, the applicable Award
\nAgreement, an amount set forth in the Award Agreement (“Award Amount”),
\nincreased for interest in accordance with paragraph (c), below. An Award may be
\nsubject to a vesting schedule and such other conditions, restrictions or
\ncontingencies, as determined by the Committee and described in the Award
\nAgreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

The Corporation shall maintain an account (“Account”) on its books on behalf
\nof each Participant which shall reflect the Award Amount specified in the
\nParticipant153s Award Notice, plus interest at a rate specified by the Committee
\nin the Award Agreement to be credited in accordance with the terms of such Award
\nAgreement. Interest specified in the Award Agreement shall in no event exceed
\n120 percent of the long-term applicable federal rate, as defined in Code Section
\n1274(d) for the month in which the Award is granted.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

Distribution of any Award by the Company or its Subsidiaries shall be made on
\nthe date or dates specified in the Award Agreement, subject to the provisions of
\nthe Plan, including without limitation Section 8.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

An Award will generally be satisfied by a distribution in cash to the
\nParticipant, provided, however, that, at the discretion of the Committee, an
\nAward may be satisfied by payment of shares of Common Stock in lieu of cash, or
\na combination of cash and shares of Common Stock. The number of shares of Common
\nStock shall be equal to (i) the amount of the Award to be paid in stock in
\naccordance with this paragraph (e) divided by (ii) the Fair Market Value on the
\ndate preceding the date of distribution of a share of Common Stock, provided
\nthat the issuance of any shares of Common Stock in accordance with this
\nparagraph (e) shall be contingent on the availability of shares of Common Stock
\nunder any shareholder-approved plan of the Corporation providing for the
\nissuance of Stock in satisfaction of the Awards hereunder (which in no event
\nshall be an employee stock purchase plan).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 2 –<\/p>\n

\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

In the case of Awards under the Plan that are settled in shares of Common
\nStock, such shares shall be distributed under a stock plan adopted by the
\nCorporation and approved by the shareholders thereof that provides for the
\nissuance of Common Stock in satisfaction of Awards hereunder (which in no event
\nshall be an employee stock purchase plan.) In the event of any conflict between
\nthis document and such stock plan, the provisions of the stock plan shall
\ngovern.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

5.<\/p>\n<\/td>\n

\n

Adjustment<\/strong>. In the event of any reorganization,
\nrecapitalization, stock split, stock distribution, merger, consolidation,
\nsplit-up, spin-off, combination, subdivision, consolidation or exchange of
\nshares, any change in the capital structure of the Corporation or any similar
\ncorporate transaction, the Committee or the Board shall make such adjustments as
\nare necessary and appropriate to preserve the benefits or intended benefits of
\nthe Plan and Awards granted under the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

6.<\/p>\n<\/td>\n

\n

Nontransferability<\/strong>. Except as provided below, each Award
\ngranted under the Plan to a Participant shall not be transferable by the
\nParticipant other than by will or the laws of descent and distribution. In the
\nevent of the death of a Participant during employment or prior to the
\ntermination, expiration, cancellation or forfeiture of any Award held by the
\nParticipant hereunder, each vested Award theretofore granted to the Participant
\nshall be exercisable or payable to the extent and to such persons as provided
\nin, and in accordance with the terms of, the applicable Award Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

7.<\/p>\n<\/td>\n

\n

Change in Control.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The Committee may, in its discretion, at the time an Award is made hereunder
\nor at any time prior to a Change in Control of the Corporation, provide for the
\nacceleration of any time periods relating to the realization of such Awards
\n(such as the vesting requirements) so that such Awards may be realized as of the
\ndate of a Change in Control of the Corporation. The Committee may, in its
\ndiscretion, include such further provisions and limitations in the Award
\nAgreement as it may deem equitable and in the best interests of the Corporation.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Provisions for acceleration and any further provisions and limitations
\nincluded by the Committee pursuant to this paragraph (a) must satisfy the
\nrequirements of Code Section 409A and applicable regulations and other guidance
\npromulgated thereunder so as to avoid the income tax, interest and penalty
\nprovisions of Section 409A.<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

A “Change in Control” shall be deemed to have occurred if:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 3 –<\/p>\n

\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

any Person is or becomes the Beneficial Owner, directly or indirectly, of
\nsecurities of the Corporation (not including in the securities beneficially
\nowned by such Person any securities acquired directly from the Corporation or
\nits Affiliates) representing 20% or more of the combined voting power of the
\nCorporation153s then outstanding securities, excluding any Person who becomes such
\na Beneficial Owner in connection with a transaction described in clause (A) of
\nclause (iii) below; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

the election to the Board of Directors of the Corporation, without the
\nrecommendation or approval of two-thirds of the incumbent Board of Directors of
\nthe Corporation, of the lesser of: (A) three directors; or (B) directors
\nconstituting a majority of the number of directors of the Corporation then in
\noffice, provided, however, that directors whose initial assumption of office is
\nin connection with an actual or threatened election contest, including but not
\nlimited to a consent solicitation, relating to the election of directors of the
\nCorporation will not be considered as incumbent members of the Board of
\nDirectors of the Corporation for purposes of this section; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

there is consummated a merger or consolidation of the Corporation or any
\ndirect or indirect subsidiary of the Corporation with any other company, other
\nthan (A) a merger or consolidation which would result in the voting securities
\nof the Corporation outstanding immediately prior to such merger or consolidation
\ncontinuing to represent (either by remaining outstanding or by being converted
\ninto voting securities of the surviving entity or any parent thereof), at least
\n60% of the combined voting power of the securities of the Corporation or such
\nsurviving entity or any parent thereof outstanding immediately after such merger
\nor consolidation, or (B) a merger or consolidation effected to implement a
\nrecapitalization of the Corporation (or similar transaction) in which no Person
\nis or becomes the Beneficial Owner, directly or indirectly, of securities of the
\nCorporation (not including in the securities Beneficially Owned by such Person
\nany securities acquired directly from the Corporation or its Affiliates)
\nrepresenting 20% or more of the combined voting power of the Corporation153s then
\noutstanding securities; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

\n

the stockholders of the Corporation approve a plan of complete liquidation or
\ndissolution of the Corporation or there is consummated an agreement for the sale
\nor disposition by the Corporation of all or substantially all of the
\nCorporation153s assets, other than a sale or disposition by the Corporation of all
\nor substantially all of the Corporation153s assets to an entity, at least 60% of
\nthe combined voting power of the voting securities of which are owned by
\nstockholders of the Corporation in substantially the same proportions as their
\nownership of the Corporation immediately prior to such sale.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 4 –<\/p>\n

\n

Notwithstanding the foregoing, a “Change in Control” shall not be deemed to
\nhave occurred by virtue of the consummation of any transaction or series of
\nintegrated transactions immediately following which the record holders of the
\nCommon Stock of the Corporation immediately prior to such transaction or series
\nof transactions continue to have substantially the same proportionate ownership
\nin an entity which owns all or substantially all of the assets of the
\nCorporation immediately following such transaction or series of transactions.\n<\/p>\n

For purposes of the foregoing, the following definitions shall apply:<\/p>\n

“Affiliate” shall have the meaning set forth in Rule 12b-2 under Section 12
\nof the Exchange Act; “Beneficial Owner” shall have the meaning set forth in Rule
\n13d-3 under the Exchange Act, except that a Person shall not be deemed to be the
\nBeneficial Owner of any securities with respect to which such Person has
\nproperly filed a form 13-G; “Exchange Act” shall mean the Securities Exchange
\nAct of 1934, as amended from time to time; and “Person” shall have the meaning
\ngiven in Section 3(a)(9) of the Exchange Act, as modified and used in Sections
\n13(d) and 14(d) thereof, except that such term shall not include (i) the
\nCorporation or any of its Affiliates, (ii) a trustee or other fiduciary holding
\nsecurities under an employee benefits plan of the Corporation or any of its
\nsubsidiaries, (iii) an underwriter temporarily holding securities pursuant to an
\noffering of such securities or (iv) a corporation owned, directly or indirectly,
\nby the stockholders of the Corporation in substantially the same proportions as
\ntheir ownership of stock of the Corporation.<\/p>\n\n\n\n
\n

8.<\/p>\n<\/td>\n

\n

Other Provisions.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Any Award under the Plan shall be subject to such other provisions as the
\nCommittee determines, including, provisions permitting the lapse of restrictions
\nin the event of death, disability or retirement, understandings or conditions as
\nto the Participant153s employment in addition to those specifically provided for
\nunder the Plan, provisions for the forfeiture of Awards and\/or the recoupment of
\nall amounts received in connection with an award in the event of breach of
\nnoncompetition, nonsolicitation, or confidentiality agreements, restatement of
\nthe financial statements of the Corporation or Subsidiary or Business Unit
\nthereof, misconduct, or the occurrence of risk based events or conditions
\nidentified by the Committee, or such other conduct or events as the Committee
\nshall specify, during or following termination of employment, and provisions
\npermitting the deferral of the receipt of Awards for such period and upon such
\nterms and conditions as the Committee shall determine.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 5 –<\/p>\n

\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Notwithstanding anything herein or in any Award Agreement to the contrary,
\nprovisions permitting the deferral of the receipt of Awards must satisfy the
\nrequirements of Code Section 409A and applicable regulations and guidance
\npromulgated thereunder, including without limitation all deadlines for deferral
\nelections, so as to avoid the income tax, interest and penalty provisions of
\nSection 409A.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

An Award that is subject to Code Section 409A shall not be distributable on
\naccount of retirement or termination of employment, unless the individual incurs
\na Separation from Service.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

An Award that would otherwise be distributed to a Participant in a given
\ncalendar year may be delayed, in the Committee153s discretion, to the extent that
\nthe Committee reasonably anticipates that if the payment were made as scheduled
\nthe Corporation153s deduction with respect to such payment would not be permitted
\ndue to the application of Code Section 162(m). Awards not paid as a result of
\nthe above limitation shall be paid in the earlier of (i) the Corporation153s first
\ntaxable year in which the Committee reasonably anticipates that if the payment
\nis made during such year the deduction of such payment will not be barred by
\napplication of Section 162(m), or (ii) the period beginning with the date of the
\nParticipant153s Separation from Service and ending on the later of the last day of
\nthe taxable year of the Corporation in which the Participant incurs a Separation
\nfrom Service or the 15th<\/sup> day of the third month following the
\nParticipant153s Separation from Service.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(e) (i)<\/p>\n<\/td>\n

\n

Anything in the Plan to the contrary notwithstanding, including without
\nlimitation Section 8(d), if as of the date a Participant incurs a Separation
\nfrom Service, the Participant is a Key Employee, any distribution of an Award
\nthat is subject to the provisions of Code Section 409A to such Participant due
\nto such Separation from Service that would otherwise be made during the six
\nmonths following such Separation from Service shall be made on the date that is
\nsix months and one day following such Separation from Service.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

“Key Employee” means a Participant who is a “specified employee” within the
\nmeaning of Code Section 409A(a)(2)(B)(i). The Corporation153s Key Employees shall
\nbe identified annually pursuant to Section 8(e)(iii).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

The Specified Employee Identification Date as defined in Treas. Reg.
\n \u00a71.409A-1(i)(3), to be used in determining Key Employees of the Corporation
\nshall be September 30 of any calendar year. The January 1 of the calendar year
\nnext following that calendar year shall be the Specified Employee Effective
\nDate, as defined in Treas. Reg. \u00a71.409A-1(i)(4), for Participants identified as
\nKey Employees on the immediately preceding Specified Employee Identification
\nDate. Participants identified as Key Employees on a Specified Employee
\nIdentification<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 6 –<\/p>\n

\n\n\n\n
<\/td>\n\n

Date (September 30) shall be treated as Key Employees under the Plan for the
\n12-month period beginning on the Specified Employee Effective Date (January 1)
\nnext following such Specified Employee Identification Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

9.<\/p>\n<\/td>\n

\n

Taxes<\/strong>. The Corporation shall have the right to deduct from
\nany payment to be made under the Plan the amount of any taxes required by law to
\nbe withheld from such payment, or to require a Participant to pay to the
\nCorporation such amount required to be withheld prior to the issuance or
\ndelivery of any shares of Common Stock or the payment of any cash in connection
\nwith any Award under the Plan. The Committee may, in its discretion and subject
\nto such rules as it may adopt, permit a Participant to elect to satisfy such
\nwithholding obligations through cash payment by the Participant, or through the
\nsurrender of shares of Common Stock which the Participant is otherwise entitled
\nto receive under the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

10.<\/p>\n<\/td>\n

\n

Amendment, Suspension or Termination of Plan<\/strong>. The Board may
\nat any time amend, suspend or terminate the Plan as it deems advisable and in
\nthe best interests of the Corporation; provided, that no amendment, suspension
\nor termination shall adversely affect the right of any Participant under any
\noutstanding Award in any material way without the written consent of the
\nParticipant, unless such amendment, suspension or termination is required by
\napplicable law. No amendment of the Plan shall be made without stockholder
\napproval if stockholder approval is required by law, regulation or stock
\nexchange rule. Anything in this Section 10 or elsewhere in the Plan to the
\ncontrary notwithstanding:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

the Plan may be amended in any manner necessary to ensure that the Plan
\ncomplies in all applicable respects with Code Section 409A; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

the Plan may not be amended in any manner that would cause the Plan to fail
\nto comply in any applicable respect with Code Section 409A.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

11.<\/p>\n<\/td>\n

\n

No Contract of Employment<\/strong>. Neither the adoption of the Plan
\nnor the grant of any Award under the Plan shall be deemed to obligate the
\nCorporation or any Subsidiary to continue the employment of any Participant for
\nany particular period, nor shall the granting of an Award constitute a request
\nor consent to postpone the retirement date of any Participant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

12.<\/p>\n<\/td>\n

\n

Applicable Law<\/strong>. All questions pertaining to the validity,
\nconstruction and administration of the Plan and any Award Agreement, and all
\nclaims or causes of action arising under, relating to, or in connection with,
\nthe Plan or any Award granted under the Plan shall be determined in conformity
\nwith the laws of the State of Delaware, without regard to the conflict of law
\nprovisions of any state.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

13.<\/p>\n<\/td>\n

\n

Definitions<\/strong>. As used in the Plan, the following terms shall
\nhave the meanings set forth below:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 7 –<\/p>\n

\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

“Award” shall mean any Long Term Cash Incentive Award granted under the Plan.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

“Award Agreement” shall mean, as applicable, a Long Term Cash Incentive Award
\nAgreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

“Board” shall mean the Board of Directors of the Corporation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

“Change in Control” shall have the meaning set forth in Section 7(b) of the
\nPlan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to
\ntime.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

“Committee” shall mean the Compensation and Benefits Committee of the Board
\nor such other committee of the Board as maybe designated by the Board from time
\nto time to administer the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

\n

“Common Stock” shall mean the Common Stock of the Corporation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(h)<\/p>\n<\/td>\n

\n

“Corporation” shall mean Northern Trust Corporation, a Delaware corporation.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

Effective Date” shall mean February 13, 2012.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(j)<\/p>\n<\/td>\n

\n

“Employee” shall mean an employee of the Corporation or any Subsidiary.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(k)<\/p>\n<\/td>\n

\n

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended
\nfrom time to time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(l)<\/p>\n<\/td>\n

\n

“Fair Market Value” shall mean the fair market value of the Common Stock, as
\ndetermined by the Committee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(m)<\/p>\n<\/td>\n

\n

“Participant” shall mean any Employee selected to receive an Award.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(n)<\/p>\n<\/td>\n

\n

“Plan” shall mean the Northern Trust Corporation 2012 Long Term Cash
\nIncentive Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(o)<\/p>\n<\/td>\n

\n

“Separation from Service” shall mean that a Participant dies, retires or
\notherwise has a termination of employment with the Corporation. A termination of
\nemployment will be deemed to occur when the Corporation and the Participant
\nreasonably anticipate that the level of bona fide services the Participant will
\nperform for the Corporation (as an Employee or independent contractor, but not
\nas a director) after a certain date will permanently decrease to less than 50
\npercent of the average level of bona fide services performed by the Participant
\nfor the Corporation (as an Employee or independent contractor, but not as a
\ndirector) in the immediately preceding 36 months (or the full period of the<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 8 –<\/p>\n

\n\n\n\n
<\/td>\n\n

Participant153s services to the Corporation if the Participant has been
\nproviding services to the Corporation for less than 36 months), determined in
\naccordance with Treas. Reg. Sec. 1.409A-1(h). The employment relationship will
\nbe treated as continuing intact while the Participant is on a bona fide leave of
\nabsence (determined in accordance with Treas. Reg. Sec. 409A-1(h)) but (i) only
\nif there is a reasonable expectation that the Participant will return to active
\nemployment status, and (ii) only to the extent that such leave of absence does
\nnot exceed 6 months, or, if longer, for so long as the Participant has a
\nstatutory or contractual right to reemployment. For purposes of this Section,
\nreferences to the Corporation shall include the Corporation and any person with
\nwhom the Corporation is considered to be a single employer under Section 414(b)
\nof the Code and all persons with whom the Corporation would be considered a
\nsingle employer under Code Section 414(c) substituting 50% for the 80% standard
\nthat would otherwise apply. For purposes of determining whether an Employee has
\nincurred a Separation from Service under this Plan with respect to Awards made
\nto him as an Employee, his services as a Director shall be disregarded.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(p)<\/p>\n<\/td>\n

\n

“Subsidiary” shall mean any entity that is directly or indirectly controlled
\nby the Corporation or any entity in which the Corporation has a significant
\nequity or other interest, as determined by the Committee in its discretion.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

15.<\/p>\n<\/td>\n

\n

The Long Term Cash Incentive Awards granted under the Plan are intended to be
\nexempt from, or to comply in all applicable respects with, the requirements of
\nCode Section 409A, and the Plan shall be construed and administered so as to
\ncause such Awards to be exempt from or comply with that Code section,
\nrespectively, as applicable.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 9 –<\/p>\n

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