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As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/27/09 Bank of New York Mellon Corp 10-K 12/31/08 29:5.1M RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 529K
2: EX-10.156 Amendment to Supplemental Executive Retirement HTML 21K
Plan
3: EX-10.157 Amendment to Amended and Restated 2003 Long-Term HTML 20K
Incentive Plan
4: EX-10.158 Amendment to the Bank of New York Company, Inc. HTML 19K
Excess Benefit Plan
5: EX-10.159 Amendment to the Bank of New York Company, Inc. HTML 20K
Excess Contribution Plan
6: EX-10.160 Amendment to Change in Control Agreement Between HTML 22K
Bny Mellon & Steven G. Elliott
7: EX-10.161 Amendment to Change in Control Agreement Between HTML 23K
Bny Mellon & Ronald P. O'Hanley
8: EX-10.162 Amendment to Employment Letter Agreement Between HTML 35K
Bny Mellon & Steven G. Elliott
9: EX-10.163 Amendment to Employment Letter Agreement Between HTML 25K
Bny Mellon & Ronald P. O'Hanley
10: EX-10.164 Amendment to Letter Agreement Regarding SEC. 409A HTML 20K
Among Bny Mellon & Mr. Kelly
11: EX-10.165 Amendment to Letter Agreement Between Bny Mellon & HTML 39K
Robert P. Kelly
12: EX-10.166 Form of Indemnification Agreement With Executive HTML 45K
Officers
13: EX-10.167 Form of Indemnification Agreement With Directors HTML 43K
of Bny Mellon Corporation
14: EX-10.168 Amendment to Change in Control Letter Agreement HTML 19K
Between Bny Mellon & Mr. Hassell
15: EX-10.169 Amendment to Transition Agreement Between Bny HTML 19K
Mellon & Gerald L. Hassell
16: EX-10.170 Amendment to Change in Control Letter Agreement HTML 19K
Between Bny Mellon & Mr. Gibbons
17: EX-10.171 Amendment to the Mellon Bank Irc SEC. 401(A)(17) HTML 14K
Plan
18: EX-10.172 Amendment to the Mellon Executive Deferred Comp. HTML 15K
Plan for Senior Officers
19: EX-10.173 Amendment to the Mellon Financial Executive HTML 14K
Deferred Comp. Plan
20: EX-12.1 Computation of Ratio of Earnings to Fixed Charges HTML 36K
21: EX-13.1 All Portions of the Bank of New York Mellon HTML 3.35M
Corporation 2008 Annual Report
22: EX-21.1 Primary Subsidaries of the Company HTML 45K
23: EX-23.1 Consent of Kpmg LLP HTML 19K
24: EX-23.2 Consent of Ernst & Young LLP HTML 19K
25: EX-24.1 Power of Attorney HTML 20K
26: EX-31.1 Section 302 Certification for the CEO HTML 20K
27: EX-31.2 Section 302 Certification for the CFO HTML 20K
28: EX-32.1 Section 906 Certification for the CEO HTML 13K
29: EX-32.2 Section 906 Certification for the CFO HTML 13K
| Amendment to Change in Control Letter Agreement between BNY Mellon & Mr. Hassell |
Exhibit 10.168
AMENDMENT TO
CHANGE IN CONTROL LETTER AGREEMENT
This amendment (the “Amendment”) is to the change in control severance letter between Gerald L. Hassell (the “Executive”) and The Bank of New York Company, Inc., dated July 11, 2000 (the “Agreement”).
WHEREAS, The Bank of New York Mellon Corporation (the “Company”), as successor in interest to The Bank of New York Company, Inc., desires to implement certain amendments to the Agreement in order to avoid certain adverse federal income tax consequences to the Executive under the Agreement as a result of Section 409A of the Internal Revenue Code of 1986, as amended; and
WHEREAS, the Agreement authorizes the Company and the Executive to amend or revise the terms of the Agreement.
NOW, THEREFORE, effective as of January 1, 2009, the Agreement is hereby amended as follows:
Section 1. A new Section 17 entitled “Code Section 409A” is added to the Agreement to read as follows:
| 17. | Code Section 409A. |
(i) Notwithstanding anything to the contrary in this Agreement or elsewhere, if (A) any severance payments or benefits provided for in this Agreement or otherwise both constitutes a “deferral of compensation” within the meaning of Section 409A and cannot be paid or provided in the manner otherwise provided without subjecting you to “additional tax”, interest or penalties under Section 409A and (B) you are a “specified employee” as determined pursuant to Section 409A as of the date of your “separation from service” (within the meaning of Treasury Regulation 1.409A-1(h)), then any such payment that is payable during the first six months following your “separation from service” shall be paid to you in a lump sum on the first business day of the seventh calendar month following the month in which your “separation from service” occurs or, if earlier, at your death. In addition, any severance payment or benefit payable upon a termination of employment that represents a “deferral of compensation” within the meaning of Section 409A shall only be paid, delivered, settled or exercised upon a “separation from service”.
(ii) Notwithstanding anything to the contrary in the Agreement or elsewhere, any payment or benefit hereunder that is exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to you only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second taxable year following the taxable year in which the “separation from service” occurs; and provided further that such expenses are reimbursed no later than the last day of the third taxable year following the taxable year in which the “separation from service” occurs. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under the Agreement is determined to be subject to
Section 409A, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year, in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which you incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.
(iii) For the purposes of this Agreement, each payment made pursuant to Sections 5(iii)(B) and 5(iv) shall be deemed to be separate payments, amounts payable under Section 5 of this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation Section 1.409A-1 through A-6.
Section 2. Effectiveness of Amendment. This Amendment shall become effective on the date hereof.
Section 3. Definitions. Capitalized terms that are not defined in this Amendment shall have the meanings ascribed thereto in the Agreement.
Section 4. Other Provisions Unaffected. Except as modified by this Amendment, the existing provisions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Company and the Executive have executed this Amendment as of the 11th day of December, 2008.
| THE BANK OF NEW YORK MELLON CORPORATION | ||
| /s/ Lisa B. Peters | ||
| By: | Lisa B. Peters | |
| Title: | Senior Executive Vice President | |
| Gerald L. Hassell | ||
2
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/27/09 | |||
| 1/1/09 | ||||
| For Period End: | 12/31/08 | 11-K, 13F-HR, 13F-HR/A, 4, 5 | ||
| 7/11/00 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/27/23 Bank of New York Mellon Corp. 10-K 12/31/22 180:45M 2/25/22 Bank of New York Mellon Corp. 10-K 12/31/21 183:46M 2/25/21 Bank of New York Mellon Corp. 10-K 12/31/20 185:44M |