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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 Agreement between BNY Mellon & Ronald P. O'Hanley |
Exhibit 10.161
AMENDMENT TO AGREEMENT
WHEREAS, Mellon Financial Corporation (“Mellon”) and Ronald P. O’Hanley, an employee (the “Executive”) have previously entered into an agreement regarding Executive’s employment and the possibility of a change in control, dated as of June 18, 2001 (the “Change in Control Agreement”), as amended on December 22, 2006 as part of the Amendment to Agreements in contemplation of the merger of Mellon and The Bank of New York Company, Inc., on July 28, 2007, and on October 24, 2008 as part of the The Bank of New York Mellon Corporation’s participation in the United States Department of Treasury’s TARP Capital Purchase Program; and
WHEREAS, the parties desire to further amend the Change in Control Agreement in a manner which reflects the parties best efforts to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), for the benefit of the Executive;
NOW THEREFORE, the Company and the Executive, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, agree that the Change in Control Agreement shall be amended as follows:
1. Section 1(j) of the Change in Control Agreement shall be amended and restated to read in its entirety as follows (for convenience, additional language is shown in bold but deletions are not shown):
“Termination Period” means the period of time beginning with a Change in Control and ending three (3) years following such Change in Control. Notwithstanding anything in this Agreement to the contrary, if (i) Executive’s employment is terminated prior to a Change in Control for reasons that would have constituted a Qualifying Termination if they had occurred following a Change in Control; (ii) Executive reasonably demonstrates that such termination (or Good Reason event) was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control; and (iii) a Change in Control that also qualifies as a change in ownership or effective control of the Company or a change in ownership of a substantial portion of the assets the Company under Section 409A of the Code (a “409A CIC”) and involving such third party (or a party competing with such third party to effectuate a Change in Control) does occur, then for purposes of this Agreement, the date immediately prior to the date of such termination of employment or event constituting Good Reason shall be treated as a Change in Control.
2. The last paragraph of Section 4(a) of the Change in Control Agreement shall be amended and restated to read in its entirety as follows:
The amounts set forth in Section 4(a)(i)(A) and (C) shall be payable on the first regularly scheduled payroll date following the Date of Termination. The amounts set forth in Section 4(a)(i)(B) shall be payable on the date set forth and in accordance with the terms of the plan under which the bonus is provided. The amounts set forth in Section 4(a)(ii) shall be payable in a single lump sum 30 days following the separation from service; provided that if Executive is a Specified Employee under Section 409A of the Code on the termination of employment then such amounts payable by reason of separation from service shall be paid on the first day following the six month anniversary of the Executive’s separation from service; provided further that if such amount is paid by reason of the circumstances described in Section l(j), then payment shall be made upon the 409A CIC or, if later, the first day following the six-month anniversary of the Executive’s separation from service in the case where the Executive is a Specified Employee under Section 409A of the Code upon termination.
Notwithstanding anything in the foregoing provisions regarding payments under Section 4(a)(ii) to the contrary (but subject to the six month delay in the case of a Specified Employee), if the Change in Control event does not constitute a change in ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company under Section 409A of the Code, then an amount equal to the amount that would have been paid under Executive’s Letter Agreement dated April 19, 2006, as amended, upon a involuntary separation of employment (as defined in that letter agreement) that would qualify the Executive for separation pay thereunder had a Change in Control not occurred, shall be paid at the time and in the manner provided in the letter agreement and the remaining amounts payable under Section 4(a)(ii) shall be paid in a lump sum.
3. The following additional sentences shall be added to the end of Section 4(d) of the Change in Control Agreement:
Payments referred to in the first sentence of this Section 4(d) shall be payable on the first regularly scheduled payroll date following the date of termination. Additional payments may not be made in replacement or substitution of any deferred compensation.
4. The last two sentences of Section 7 of the Change in Control Agreement, added pursuant to the amendment of December 22, 2006, shall be deleted and the following sentences shall be added in replacement:
Such reasonable legal fees and expenses incurred by Executive shall be reimbursed within ten (10) business days after delivery of the Executive’s written requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require; provided, however, if Executive is a Specified Employee under Section 409A of the Code upon termination, then no such amounts may be paid until the first day following the six month anniversary of the Date of Termination. Notwithstanding the foregoing, in no event shall payments be made later than the last day of the Executive’s taxable year following the taxable year in which the fee or expense was incurred.
5. Except as provided in this amendment, the Change in Control Agreement is, in all other respects, unchanged and is and shall continue to be in full force and effect.
IN WITNESS WHEREOF, the parties have executed this amendment, in duplicate, on the dates set forth below.
| THE BANK OF NEW YORK MELLON CORPORATION | ||||||||
| By: |
|
12/12/08 | ||||||
| Name: | Lisa B. Peters | Date Signed | ||||||
| Title: | Senior Executive Vice President | |||||||
| Executive | ||||||||
|
|
12-15-08 | |||||||
| Ronald P. O’Hanley | Date Signed | |||||||
- 2 -
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/27/09 | |||
| For Period End: | 12/31/08 | 11-K, 13F-HR, 13F-HR/A, 4, 5 | ||
| 10/24/08 | ||||
| 7/28/07 | ||||
| 12/22/06 | ||||
| 4/19/06 | ||||
| 6/18/01 | ||||
| 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 |
