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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/11 Bank of New York Mellon Corp 10-K 12/31/10 212:54M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 481K
2: EX-3.2 Amended and Restated By-Laws HTML 118K
3: EX-10.134 Form of Executive Restricted Stock Agreement HTML 79K
4: EX-10.135 Form of Executive Stock Option Agreement HTML 81K
6: EX-13.1 All Portions of 2010 Annual Report to Shareholders HTML 4.20M
7: EX-21.1 Primary Subsidiaries of the Company HTML 106K
8: EX-23.1 Consent of Kpmg LLP HTML 64K
9: EX-24.1 Power of Attorney HTML 64K
5: EX-12.1 Computation of Ratio of Earnings to Fixed Charges HTML 79K
10: EX-31.1 Section 302 CEO Certification HTML 64K
11: EX-31.2 Section 302 CFO Certification HTML 64K
12: EX-32.1 Section 906 CEO Certification HTML 57K
13: EX-32.2 Section 906 CFO Certification HTML 57K
155: XML IDEA XML File -- Definitions and References XML 648K
187: XML IDEA XML File -- Filing Summary XML 943K
177: XML.R1 Document and Entity Information XML 265K
178: XML.R2 Consolidated Income Statement XML 1.16M
94: XML.R3 Consolidated Income Statement (Parenthetical) XML 127K
113: XML.R4 Consolidated Balance Sheet XML 795K
151: XML.R5 Consolidated Balance Sheet (Parenthetical) XML 209K
145: XML.R6 Consolidated Statement of Cash Flows XML 858K
200: XML.R7 Consolidated Statement of Changes in Equity XML 3.14M
48: XML.R8 Consolidated Statement of Changes in Equity XML 254K
(Parenthetical)
144: XML.R9 Summary of significant accounting and reporting XML 144K
policies
40: XML.R10 Accounting changes and new accounting guidance XML 92K
38: XML.R11 Acquisitions and dispositions XML 85K
92: XML.R12 Discontinued operations XML 124K
166: XML.R13 Securities XML 424K
98: XML.R14 Loans and asset quality XML 490K
104: XML.R15 Goodwill and intangible assets XML 237K
133: XML.R16 Other assets XML 108K
210: XML.R17 Deposits XML 78K
77: XML.R18 Net interest revenue XML 116K
20: XML.R19 Other noninterest expense XML 90K
110: XML.R20 Restructuring charges XML 154K
163: XML.R21 Income taxes XML 155K
58: XML.R22 Extraordinary (loss) - consolidation of commercial XML 78K
paper conduit
152: XML.R23 Long-term debt XML 124K
105: XML.R24 Securitizations and variable interest entities XML 141K
199: XML.R25 Shareholders' equity XML 122K
170: XML.R26 Comprehensive results XML 144K
118: XML.R27 Stock-based compensation XML 145K
134: XML.R28 Employee benefit plans XML 526K
36: XML.R29 Company financial information XML 202K
44: XML.R30 Fair value of financial instruments XML 158K
63: XML.R31 Fair value measurement XML 616K
87: XML.R32 Fair value option XML 101K
132: XML.R33 Commitments and contingent liabilities XML 148K
169: XML.R34 Derivative instruments XML 217K
27: XML.R35 Review of businesses XML 259K
50: XML.R36 International operations XML 126K
181: XML.R37 Supplemental information to the Consolidated XML 88K
Statement of Cash Flows
197: XML.R38 Summary of significant accounting and reporting XML 399K
policies (Policies)
120: XML.R39 Summary of significant accounting and reporting XML 85K
policies (Tables)
206: XML.R40 Discontinued operations (Tables) XML 131K
51: XML.R41 Securities (Tables) XML 461K
209: XML.R42 Loans and asset quality (Tables) XML 529K
68: XML.R43 Goodwill and intangible assets (Tables) XML 250K
23: XML.R44 Other assets (Tables) XML 113K
64: XML.R45 Net interest revenue (Tables) XML 115K
162: XML.R46 Other noninterest expense (Tables) XML 89K
194: XML.R47 Restructuring charges (Tables) XML 158K
102: XML.R48 Income taxes (Tables) XML 180K
72: XML.R49 Long-term debt (Tables) XML 128K
131: XML.R50 Securitizations and variable interest entities XML 149K
(Tables)
34: XML.R51 Shareholders' equity (Tables) XML 130K
140: XML.R52 Comprehensive results (Tables) XML 142K
75: XML.R53 Stock-based compensation (Tables) XML 163K
47: XML.R54 Employee benefit plans (Tables) XML 564K
190: XML.R55 Company financial information (Tables) XML 208K
183: XML.R56 Fair value of financial instruments (Tables) XML 158K
91: XML.R57 Fair value measurement (Tables) XML 605K
55: XML.R58 Fair value option (Tables) XML 108K
174: XML.R59 Commitments and contingent liabilities (Tables) XML 132K
43: XML.R60 Derivative instruments (Tables) XML 232K
146: XML.R61 Review of businesses (Tables) XML 232K
141: XML.R62 International operations (Tables) XML 124K
182: XML.R63 Supplemental information to the Consolidated XML 87K
Statement of Cash Flows (Tables)
176: XML.R64 Summary of Significant Accounting and Reporting XML 151K
Policies - Additional Information (Detail)
202: XML.R65 Significant Equity Method Investments (Detail) XML 247K
53: XML.R66 Accounting Changes and New Accounting Guidance - XML 331K
Additional Information (Detail)
90: XML.R67 Acquisitions and Dispositions - Additional XML 762K
Information (Detail)
127: XML.R68 Discontinued Operations - Additional Information XML 115K
(Detail)
108: XML.R69 Summarized Financial Information for Income (Loss) XML 289K
from Discontinued Operations (Detail)
130: XML.R70 Summarized Financial Information for Assets and XML 216K
Liabilities of Discontinued Operations (Detail)
208: XML.R71 Amortized Cost and Fair Values of Securities XML 2.08M
(Detail)
54: XML.R72 Amortized Cost and Fair Values of Securities XML 241K
(Parenthetical) (Detail)
69: XML.R73 Amortized Cost and Fair Values of Securities by XML 428K
Contractual Maturity (Detail)
62: XML.R74 Realized Gross Gains, Realized Gross Losses and XML 148K
Recognized Gross Impairments on Securities
(Detail)
123: XML.R75 Aggregate Fair Value of Investments with a XML 2.05M
Continuous Unrealized Loss Position (Detail)
137: XML.R76 Projected Weighted-Average Default Rates and Loss XML 236K
Severities (Detail)
117: XML.R77 Pre-Tax Securities Losses by Type (Detail) XML 600K
103: XML.R78 Debt Securities Credit Losses Rollforward Recorded XML 149K
In Earnings (Detail)
52: XML.R79 Securities - Additional Information (Detail) XML 129K
25: XML.R80 Details of our Loan Distribution and Industry XML 675K
Concentrations of Credit Risk (Detail)
125: XML.R81 Details of our Loan Distribution and Industry XML 168K
Concentrations of Credit Risk (Parenthetical)
(Detail)
89: XML.R82 Loans and asset quality - Additional Information XML 751K
(Detail)
115: XML.R83 Allowance for Credit Losses Activity (Detail) XML 1.76M
159: XML.R84 Allowance for Credit Losses Activity XML 318K
(Parenthetical) (Detail)
150: XML.R85 Nonperforming Assets and Impaired Loans (Detail) XML 429K
79: XML.R86 Nonperforming Assets and Impaired Loans XML 143K
(Parenthetical) (Detail)
165: XML.R87 Lost Interest (Detail) XML 127K
147: XML.R88 Lost Interest (Parenthetical) (Detail) XML 157K
61: XML.R89 Information about our Impaired Loans (Detail) XML 1.04M
101: XML.R90 Information about our Impaired Loans XML 420K
(Parenthetical) (Detail)
149: XML.R91 Information about our Past Due Loans (Detail) XML 539K
76: XML.R92 Information about our Past Due Loans XML 127K
(Parenthetical) (Detail)
172: XML.R93 Credit Quality Indicators - Commercial Portfolio XML 507K
Credit Risk Profile by Creditworthiness Category
(Detail)
84: XML.R94 Credit Quality Indicators - Wealth Management XML 281K
Loans and Mortgages - Credit Risk Profile by
Internally Assigned Grade (Detail)
157: XML.R95 Goodwill and intangible assets - Additional XML 186K
Information (Detail)
126: XML.R96 Goodwill by Business Segment (Detail) XML 690K
26: XML.R97 Goodwill by Business Segment (Parenthetical) XML 83K
(Detail)
82: XML.R98 Intangible Assets by Business Segment (Detail) XML 864K
164: XML.R99 Intangible Assets (Detail) XML 823K
45: XML.R100 Estimated Annual Amortization Expense (Detail) XML 111K
119: XML.R101 Other Assets (Detail) XML 206K
135: XML.R102 Other Assets (Parenthetical) (Detail) XML 101K
180: XML.R103 Seed Capital And Private Equity Investments Valued XML 178K
Using NAV (Detail)
212: XML.R104 Deposits - Additional Information (Detail) XML 157K
73: XML.R105 Net Interest Revenue (Detail) XML 367K
29: XML.R106 Other Noninterest Expense (Detail) XML 160K
78: XML.R107 Other Noninterest Expense (Parenthetical) (Detail) XML 107K
88: XML.R108 Other noninterest expense - Additional Information XML 131K
(Detail)
42: XML.R109 Restructuring Charge - Additional Information XML 311K
(Detail)
189: XML.R110 Activity in Restructuring Reserve (Detail) XML 309K
186: XML.R111 Restructuring Charges by Business Segment (Detail) XML 744K
33: XML.R112 Provision (Benefit) for Income Taxes from XML 221K
Continuing Operations (Detail)
95: XML.R113 Components of Income (Loss) before Taxes (Detail) XML 138K
114: XML.R114 Components of Net Deferred Tax Liability Included XML 198K
in Accrued Taxes and Other Expenses (Detail)
154: XML.R115 Income taxes - Additional information (Detail) XML 208K
35: XML.R116 Reconciliation of Statutory Federal Income Tax XML 205K
Rate to Effective Income Tax Rate (Detail)
201: XML.R117 Unrecognized Tax Positions (Detail) XML 212K
128: XML.R118 Extraordinary (loss) - Consolidation of Commercial XML 131K
Paper Conduits - Additional Information (Detail)
109: XML.R119 Long-term Debt (Detail) XML 388K
32: XML.R120 Long-term Debt - Additional Information (Detail) XML 300K
161: XML.R121 Summary of Trust Preferred Securities Issued by XML 241K
Trusts (Detail)
142: XML.R122 Summary of Trust Preferred Securities Issued by XML 85K
Trusts (Parenthetical) (Detail)
83: XML.R123 Incremental Assets and Liabilities of VIEs XML 386K
Included in Consolidated Financial Statements
(Detail)
71: XML.R124 Non-consolidated VIEs (Detail) XML 181K
100: XML.R125 Financial Statement Items Related to XML 291K
Non-Consolidated VIEs Provided Credit Support
Agreements (Detail)
204: XML.R126 Consolidated Credit Supported VIEs (Detail) XML 276K
122: XML.R127 Securitizations and variable interest entities - XML 79K
Additional Information (Detail)
124: XML.R128 Shareholders' equity - Additional Information XML 575K
(Detail)
175: XML.R129 Components of Tier 1 and Total Risk-Based Capital XML 505K
(Detail)
143: XML.R130 Components of Tier 1 and Total Risk-Based Capital XML 111K
(Parenthetical) (Detail)
22: XML.R131 Consolidated and Largest Bank Subsidiary Capital XML 183K
Ratios (Detail)
179: XML.R132 Consolidated and Largest Bank Subsidiary Capital XML 122K
Ratios (Parenthetical) (Detail)
65: XML.R133 Amounts of Capital by Which BNY Mellon and Our XML 142K
Largest Bank Subsidiary, The Bank of New York
Mellon, Exceed Well Capitalized Guidelines
(Detail)
97: XML.R134 Comprehensive Results (Detail) XML 806K
129: XML.R135 Comprehensive Results (Parenthetical) (Detail) XML 522K
112: XML.R136 Stock-based Compensation - Additional Information XML 359K
(Detail)
203: XML.R137 Weighted Average Assumptions In Lattice-Based XML 149K
Binomial Method (Detail)
66: XML.R138 Summary Of Stock Option Activity (Detail) XML 324K
46: XML.R139 Stock Options Outstanding (Detail) XML 635K
211: XML.R140 Stock Options Outstanding (Parenthetical) (Detail) XML 126K
196: XML.R141 Aggregate Intrinsic Value of Options (Detail) XML 125K
96: XML.R142 Nonvested Restricted Stock, RSUs and TSRs Activity XML 161K
(Detail)
21: XML.R143 Combined Data For Domestic And Foreign Defined XML 976K
Benefit Pension And Post Retirement Healthcare
Plans (Detail)
184: XML.R144 Net Periodic Benefit Cost (Credit) (Detail) XML 734K
198: XML.R145 Changes In Other Comprehensive Income Loss XML 288K
(Detail)
30: XML.R146 Amounts Expected to be Recognized in Net Periodic XML 199K
Benefit Cost Income (Detail)
74: XML.R147 Defined Benefit Plan Funded Status of Plan XML 306K
(Detail)
107: XML.R148 Employee Benefit Plans - Additional Information XML 687K
(Detail)
205: XML.R149 Plans With Obligations in Excess of Plan Assets XML 193K
(Detail)
59: XML.R150 Pension Investment Asset Allocation (Detail) XML 616K
85: XML.R151 Benefit Payments For BNY Mellons Pension And XML 317K
Healthcare Plans Expected To Be Paid (Detail)
148: XML.R152 Pension And Postretirement Plan Investment Assets XML 1.86M
Measured At Fair Value On A Recurring Basis
(Detail)
31: XML.R153 A Rollforward Of Plan Investment Assets Including XML 546K
Change in Fair Value Classified In Level 3 Of
Valuation Hierarchy (Detail)
24: XML.R154 Company Financial Information - Additional XML 274K
Information (Detail)
160: XML.R155 Condensed Income Statement Parent Corporation XML 515K
(Detail)
57: XML.R156 Condensed Income Statement Parent Corporation XML 102K
(Parenthetical) (Detail)
192: XML.R157 Condensed Balance Sheet Parent Corporation XML 452K
(Detail)
41: XML.R158 Condensed Statement of Cash Flows Parent XML 817K
Corporation (Detail)
80: XML.R159 Condensed Statement of Cash Flows Parent XML 102K
Corporation (Parenthetical) (Detail)
191: XML.R160 Fair value of financial instruments - Additional XML 110K
Information (Detail)
156: XML.R161 Carrying Amount And Fair Value of Financial XML 771K
Instruments (Detail)
195: XML.R162 Summary of Carrying Amount of Hedged Financial XML 322K
Instruments, Related Notional Amount of the Hedge
And Estimated Fair Value of Derivatives (Detail)
39: XML.R163 Fair Value Measurement - Additional Information XML 106K
(Detail)
37: XML.R164 Assets and Liabilities Measured at Fair Value on a XML 4.62M
Recurring Basis (Detail)
121: XML.R165 Details Of Certain Items Measured At Fair Value On XML 6.08M
A Recurring Basis (Detail)
99: XML.R166 Fair Value Measurements Using Significant XML 1.44M
Unobservable Inputs (Detail)
86: XML.R167 Assets Measured at Fair Value on a Nonrecurring XML 407K
Basis (Detail)
171: XML.R168 Assets Measured at Fair Value on a Nonrecurring XML 142K
Basis (Parenthetical) (Detail)
56: XML.R169 Fair Value Option, Assets of Consolidated Asset XML 213K
Management Funds at Fair Value (Detail)
173: XML.R170 Fair value option - Additional Information XML 179K
(Detail)
139: XML.R171 Fair Value Option - Changes in Fair Value Included XML 92K
in Foreign Exchange and Other Trading Activities
(Detail)
138: XML.R172 Off-Balance Sheet Risks Significant Industry XML 595K
Concentrations (Detail)
81: XML.R173 Summary of Off-Balance Sheet Credit Transactions, XML 281K
Net of Participations (Detail)
136: XML.R174 Summary of Off-Balance Sheet Credit Transactions, XML 155K
Net of Participations (Parenthetical) (Detail)
111: XML.R175 Commitments and contingent liabilities - XML 803K
Additional Information (Detail)
60: XML.R176 Standby Letters of Credits (SBLCs) by Investment XML 164K
Grade (Detail)
49: XML.R177 Derivative instruments - Additional Information XML 798K
(Detail)
93: XML.R178 Ineffectiveness Related to Derivatives and Hedging XML 385K
Relationships Recorded in Income (Detail)
28: XML.R179 Impact of Derivative Instruments on the Balance XML 573K
Sheet (Detail)
153: XML.R180 Impact of Derivative Instruments on the Balance XML 110K
Sheet (Parenthetical) (Detail)
207: XML.R181 Impact of Derivative Instruments on the Income XML 487K
Statement (Detail)
116: XML.R182 Revenue from Foreign Exchange and Other Trading XML 340K
Activities (Detail)
168: XML.R183 Fair Value of Derivative Contracts Falling Under XML 149K
Close-Out Agreements that were in a Net Liability
Position (Detail)
106: XML.R184 Review of businesses - Additional Information XML 185K
(Detail)
67: XML.R185 Contribution of Segments to Overall Profitability XML 1.36M
(Detail)
167: XML.R186 Contribution of Segments to Overall Profitability XML 202K
(Parenthetical) (Detail)
158: XML.R187 Foreign Revenue, Income before Income Taxes, Net XML 610K
Income and Assets from Foreign Operations (Detail)
70: XML.R188 Foreign Revenue, Income before Income Taxes, Net XML 267K
Income and Assets from Foreign Operations
(Parenthetical) (Detail)
193: XML.R189 Noncash Investing and Financing Transactions that, XML 160K
appropriately, are not Reflected in the
Consolidated Statement of Cash Flows (Detail)
188: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 7.09M
14: EX-101.INS XBRL Instance -- bk-20101231 XML 11.42M
16: EX-101.CAL XBRL Calculations -- bk-20101231_cal XML 743K
17: EX-101.DEF XBRL Definitions -- bk-20101231_def XML 3.32M
18: EX-101.LAB XBRL Labels -- bk-20101231_lab XML 3.31M
19: EX-101.PRE XBRL Presentations -- bk-20101231_pre XML 3.52M
15: EX-101.SCH XBRL Schema -- bk-20101231 XSD 810K
185: ZIP XBRL Zipped Folder -- 0001193125-11-049932-xbrl Zip 666K
| Form of Executive Stock Option Agreement |
Exhibit 10.135
THE BANK OF NEW YORK MELLON CORPORATION
The Bank of New York Mellon Corporation Long-Term Incentive Plan
FORM OF NONSTATUTORY STOCK OPTION AGREEMENT
The Bank of New York Mellon Corporation (the “Corporation”) and , a key employee (the “Optionee”) of the Corporation, in consideration of the covenants and agreements herein contained and intending to be legally bound hereby, agree as follows:
SECTION 1: Grant
1.1 Grant of Option. Subject to the terms and conditions set forth in this Nonstatutory Stock Option Agreement (this “Agreement”) and to the terms of The Bank of New York Mellon Corporation Long-Term Incentive Plan (the “Plan”), the Corporation hereby grants to the Optionee a stock option (the “Option”) to purchase shares of the Corporation’s common stock, par value $.01, (the “Common Stock”) from the Corporation at a price of $ per share (the “Option Price”), which is the Fair Market Value of the shares of Common Stock covered by the Option on (the “Grant Date”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
1.2 Acceptance. The Optionee accepts the grant of the Option confirmed hereby, and agrees to be bound by the terms and provisions of this Agreement and the Plan, as the Agreement and the Plan may be amended from time to time; provided, however, that no alteration, amendment, revocation or termination of the Agreement or the Plan shall, without the written consent of the Optionee, adversely affect the rights of the Optionee with respect to the Option.
SECTION 2: Vesting, Exercise and Expiration
2.1 Vesting. Subject to Sections 3 and 4.8 of this Agreement, the Option will vest and become exercisable in annual installments over a four-year vesting period according to the following vesting schedule:
1/4 of the Option will vest upon the 1st anniversary of the Grant Date;
an additional 1/4 of the Option will vest upon the 2nd anniversary of the Grant Date;
an additional 1/4 of the Option will vest upon the 3rd anniversary of the Grant Date; and
an additional 1/4 of the Option will vest upon the 4th anniversary of the Grant Date;
provided that the Optionee is employed by the Corporation on such anniversary, with all fractional shares, if any, rounded up and vesting as whole shares upon the earlier vesting date(s). “Corporation,” when used herein with reference to employment of the Optionee, shall include any Affiliate of the Corporation. To the extent vested, the Option may be exercised in whole or in part from the date of vesting through and including the Option Expiration Date, as defined in Section 2.3 hereof, subject to any limits provided in Section 3.
2.2 Exercise. This Option shall be exercised by the Optionee by delivering to the Corporate Compensation Division of the Corporation’s Human Resources Department (i) this Agreement signed by the Optionee, (ii) a written (including electronic) notification specifying the number of shares which the Optionee then desires to purchase, (iii) a check payable to the order of the Corporation, which may include cash forwarded through the broker or other agent-sponsored exercise or financing program approved by the Corporation, and/or shares, or certification of ownership for 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 or withheld pursuant to clause (iii) hereof. Shares of Common Stock surrendered, certified or withheld in exercise of this Option shall be subject to terms and conditions imposed by the Committee 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 and in accordance with the terms of the Plan. As soon as practicable after each exercise of this Option and compliance by the Optionee with all applicable conditions, the Corporation will credit 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 to a book-entry account in the Optionee’s name.
2.3 Expiration. The Option shall expire and cease to be exercisable on the earlier of (a) either (i) the last trading day immediately preceding the ten year anniversary of the Grant Date or, if earlier, (ii) the date of cancellation provided for in Section 4.8 (the earlier of (i) and (ii) referred to as the “Option Expiration Date”) or (b) the expiration date provided for in Section 3.
SECTION 3: Termination of Employment and Disability
3.1 Termination of Employment.
(a) General. If the Optionee’s employment with the Corporation is terminated, this Option will expire on the Termination Date except as provided in Sections 3.2 or 3.3 hereof.
(b) Meaning of Terms. As used in this Agreement, (i) “Termination Date” shall mean the date upon which the Optionee ceases performing services as an employee of the Corporation, without regard to accrued vacation, severance or other benefits or the characterization thereof on the payroll records of the Corporation; and (ii) “Payroll Separation Date” shall mean the last day for which the Optionee receives salary continuance or separation/transition pay from the Corporation, if any, without regard to any period during which receipt of payments may be delayed to avoid imposition of additional taxes under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). If the Optionee does not receive salary continuance or separation/transition pay from the Corporation, the Payroll Separation Date will be the same date as the Termination Date.
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3.2 Specified Terminations of Employment.
(a) [Termination without Cause. If the Optionee’s employment is terminated by the Corporation “without cause”, as defined in Section 3.5(e) of the Plan, the unvested portion of the Option will expire on the Termination Date and the Optionee will have thirty days following the Termination Date to exercise the portion of the Option that was vested on the Termination Date; provided, however, (i) if the Optionee is entitled to benefits under the Mellon Financial Corporation Displacement Program/The Bank of New York Company, Inc. Separation Plan/The Bank of New York Mellon Corporation Separation Plan, then in effect (and such plan does not otherwise provide for vesting and exercise periods for stock options), or is entitled to separation/transition pay, the unvested portion of the Option will expire on the Payroll Separation Date and the vested portion of the Option may be exercised for one year following the Payroll Separation Date, or (ii) if the Optionee is entitled to benefits under The Bank of New York Company, Inc. Separation Plan and such plan provides for vesting and exercise periods for stock options, then such vesting and exercise periods described in such plan shall apply; provided further, in any case the Option may not extend beyond the Option Expiration Date.][Termination without Cause/Constructive Discharge. If the Optionee’s employment is terminated (i) by the Corporation without “Cause”, as defined in ; or (ii) by the Optionee for “constructive discharge,” as was defined in , this Option shall automatically become fully exercisable and the Optionee shall have the right to exercise this Option until the Option Expiration Date.]
(b) [Termination following Satisfaction of Age and Service Criteria][Retirement]:
(i) [Age 55 – 60. If the Payroll Separation Date occurs on or after the Optionee’s attainment of age 55 but prior to age 60, the Option will continue to vest as set forth in Section 2.1 hereof through the Payroll Separation Date and the Optionee will have three years from the Payroll Separation Date to exercise the portion of the Option that was vested as of such date (or, if earlier, until the Option Expiration Date).] [If the Optionee’s employment with the Corporation is terminated by reason of retirement with the consent of the Corporation, this Option will automatically become fully exercisable upon the Termination Date and the Optionee will have the right to exercise this Option until the Option Expiration Date.]
(ii) [To the extent Subsection 3.2(b)(i) hereof does not apply, if the Optionee’s employment with the Corporation is terminated and] [Age 60 – 65. If] the Payroll Separation Date occurs on or after the Optionee’s attainment of age 60 but prior to age 65, the Option will continue to vest as set forth in Section 2.1 hereof during the five year period following the Payroll Separation Date and the Optionee will have five years following the Payroll Separation Date to exercise the Option to the extent it is or becomes vested during such period (or, if earlier, until the Option Expiration Date).
(iii) [To the extent Subsection 3.2(b)(i) hereof does not apply, if the Optionee’s employment with the Corporation is terminated and] [Age 65 and over. If] the Payroll Separation Date occurs on or after the Optionee’s attainment of age 65, this Option will automatically become fully exercisable upon the Termination Date (or, if the Optionee has not attained age 65 on the Termination Date, upon the date on which the Optionee attains age 65) and the Optionee will have seven years following the Payroll Separation Date to exercise the Optionee’s vested Option (or if earlier, until the Option Expiration Date).
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(c) Sale of Business Unit or Subsidiary. If the Optionee’s employment with the Corporation is terminated by the Corporation due to the sale of a business unit or subsidiary of the Corporation by which the Optionee is employed, and the Optionee is not displaced/separated pursuant to the Mellon Financial Corporation Displacement Program/The Bank of New York Company, Inc. Separation Plan/The Bank of New York Mellon Corporation Separation Plan, then in effect, or otherwise entitled to transition/separation pay, upon the Termination Date any then unvested Option shall vest on a pro-rata basis equal to (i) the number of whole and fractional months from the Grant Date through the Termination Date [(without regard to any delayed vesting under Section 3.4 below)], divided by (ii) 48 months, with the result multiplied by (iii) the total number of the shares subject to the Option, with that result reduced by (iv) the number of shares subject to the Option that were already vested as of the Termination Date, and the remaining portion of the Option will expire immediately. In such case, the Optionee will have two years following the Termination Date to exercise the Option that was or became vested as of the Termination Date (or if earlier, until the Option Expiration Date).
(d) Death. If the Optionee shall die while employed by the Corporation, or within a period following termination of employment during which this Option remains exercisable, the then remaining unvested portion of this Option shall automatically become fully exercisable and the executor or administrator of the Optionee’s estate or the person or persons to whom the Optionee shall have transferred such right by Will or by the laws of descent and distribution will have [two years following the date of death to exercise the Optionee’s vested Option (or if earlier, until the Option Expiration Date)] [the right to exercise this Option until the Option Expiration Date].
(e) Change in Control. If the Optionee’s employment is terminated by the Corporation “without cause,” as defined in Section 3.5(e) of the Plan, within two years after a Change in Control occurring after the Grant Date, this Option shall automatically become fully exercisable and the Optionee will have one year following the Payroll Separation Date to exercise the Optionee’s vested Option (or if earlier, until the Option Expiration Date) [or such longer period as provided in Section 3.2(a) hereof].
[(f) Special Termination Right. If the Optionee’s employment is terminated pursuant to the terms and conditions of the Special Termination Right, as such term is defined in , the unvested portion of the Option will fully vest and become immediately exercisable upon the Termination Date, and will continue to be outstanding and in effect for (i) five years following the Termination Date if such termination occurs on or after Optionee’s attainment of age 55 or (ii) three years following the Termination Date if such termination occurs before Optionee’s attainment of age 55 (or, in either case, if earlier, until the Option Expiration Date).]
3.3 Disability. This Option shall automatically vest and become fully exercisable on the first day for which the Optionee receives long-term disability benefits under the Corporation’s long-term disability plan, and the Optionee will have [two years following such date to exercise the Optionee’s vested Option (or if earlier, until the Option Expiration Date)] [the right to exercise this Option until the Option Expiration Date].
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[3.4 Delayed Vesting. Notwithstanding the foregoing provisions of this Section, any vesting under this Agreement which would otherwise occur within one year from the Grant Date will be delayed until the one year anniversary of the Grant Date except in the case of vesting due to death, disability or as may be required by prior contractual obligation.]
SECTION 4: Miscellaneous
4.1 No Right to Employment. Neither the grant of the Option nor anything else contained in this Agreement or the Plan 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.
4.2 Nontransferable. This Option may not be transferred except by the Optionee upon his or her death. No other assignment or transfer of this Option, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise shall be permitted, but immediately upon any such assignment or transfer this Option shall terminate and become of no further effect. During the Optionee’s life this Option shall be exercisable only by the Optionee, and after the Optionee’s death the Option shall remain subject to any restrictions on exercise and otherwise as if held by the Optionee. Whenever the word “Optionee” is used in any provision of this Option under circumstances where the provision should logically be construed to apply to the executors, the administrators or other persons to whom this Option may be transferred, the word “Optionee” shall be deemed to include such person or persons.
4.3 Adjustment. This Option is subject to adjustment as provided in Article IX of the Plan.
4.4 Compliance with Laws. Notwithstanding any other provision hereof, the Optionee hereby agrees that he or she will not exercise the Option, and that the Corporation will not be obligated to issue any shares to the Optionee hereunder, if the exercise thereof or the issuance of such shares shall constitute a violation by the Optionee or the Corporation of any provision of law or regulation of any governmental authority. Any determination in this connection by the Committee shall be final, binding and conclusive. The Corporation shall in no event be obliged to register any securities pursuant to the Securities Act of 1933 (as the same shall be in effect from time to time) or to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. [The Optionee understands and agrees that, during the U.S. Treasury’s Troubled Asset Relief Program (“TARP”) restricted period, awards to any individual who is one of the Corporation’s senior executive officers or one of the Corporation’s most highly compensated employees under the American Recovery and Reinvestment Act of 2009 (“ARRA”) may be affected by ARRA and the regulations as may be adopted pursuant to ARRA. As a result, the Corporation may reduce, delay vesting, revoke, cancel, claw back or impose different terms and conditions, and/or pay in an alternative form for any such individual if the Corporation deems it necessary or advisable to do so in its sole discretion in order to comply with the Emergency
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Economic Stabilization Act of 2008 as amended by ARRA or other applicable law or regulation.] [For the avoidance of doubt, the Optionee understands and agrees that if any payment or other obligation under of arising from this Agreement or the Plan is in conflict with or is restricted by any U.S. federal, state or local or other applicable law (including without limitation, any regulations and interpretations thereunder), then the Corporation may reduce, revoke, cancel, clawback or impose different terms and conditions to the extent it deems necessary or appropriate, in its sole discretion, to effect such compliance.]
4.5 Plan Governs. This is the Award Agreement referred to in Section 2.3(b) of the Plan. To the extent that any written and effective offer letter or employment agreement with the Optionee contains terms with respect to vesting and exercise periods of stock options that are more favorable than those contained herein, such terms shall apply as if part of this Agreement, provided that the Optionee has complied with the terms of such offer letter and/or employment agreement. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. A copy of the Plan may be obtained from the Corporate Compensation Division of the Corporation’s Human Resources Department. No amount of income received by an Optionee pursuant to this Agreement shall be considered compensation for purposes of any pension or retirement plan, insurance plan or any other employee benefit plan of the Corporation.
4.6 Nonstatutory Stock Option. The parties hereto agree that the Option granted hereby is not, and should not be construed to be, an incentive stock option under Section 422 of the Code.
4.7 Tax Withholding. 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 or, in accordance with such regulations as the Committee may prescribe, elect to have the withholding obligation satisfied in whole or in part by the Corporation withholding full shares of Common Stock and crediting them against the withholding obligation. The Corporation’s obligation to issue or credit shares to the Optionee is contingent upon the Optionee’s satisfaction of an amount sufficient to satisfy any federal, state, local or other withholding tax requirements.
4.8 Forfeiture and Repayment. If:
(a) during the course of the Optionee’s employment with the Corporation or, if longer, the period during which this Option is outstanding, the Optionee engages in conduct or it is discovered that the Optionee engaged in conduct that is materially adverse to the interests of the Corporation, including failures to comply with the Corporation’s rules or regulations, fraud, or conduct contributing to any financial restatements or irregularities;
(b) during the course of the Optionee’s employment with the Corporation and, unless the Optionee has post-termination obligations or duties owed to the Corporation or its Affiliates pursuant to an individual agreement set forth in subsection [(c)/(d)] below, for one year thereafter, the Optionee engages in solicitation and/or diversion of customers or employees [and/or] [; (c) during the course of the Optionee’s employment with the Corporation, the Optionee engages in] competition with the Corporation or its Affiliates]; or
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[(c)/(d)] following termination of the Optionee’s employment with the Corporation for any reason, with or without cause, the Optionee violates any post-termination obligations or duties owed to the Corporation or its Affiliates or any agreement with the Corporation or its Affiliates, including without limitation, any employment agreement, confidentiality agreement or other agreement restricting post-employment conduct;
the Corporation may cancel all or any portion of this Option with respect to the shares not yet exercised and/or require repayment of any shares (or the value thereof) or amounts which were acquired from exercise of the Option. The Corporation shall have sole discretion to determine what constitutes such conduct. [The Optionee further agrees and acknowledges that the award is also subject to recovery or “clawback” by the Corporation under and pursuant to the terms of .]
4.9 Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, other than any choice of law rules calling for the application of laws of another jurisdiction.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Grant Date.
| THE BANK OF NEW YORK MELLON CORPORATION | ||
| By: |
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| OPTIONEE | ||
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/23/11 SEC UPLOAD¶ 10/14/17 1:45K Bank of New York Mellon Corp. 11/07/11 SEC UPLOAD¶ 10/14/17 1:58K Bank of New York Mellon Corp. 7/12/11 SEC UPLOAD¶ 10/14/17 1:63K Bank of New York Mellon Corp. |