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Bank of New York Mellon Corp – ‘10-K’ for 12/31/08 – EX-10.169

On:  Friday, 2/27/09, at 4:35pm ET   ·   For:  12/31/08   ·   Accession #:  1193125-9-41050   ·   File #:  0-52710

Previous ‘10-K’:  ‘10-K’ on 2/28/08 for 12/31/07   ·   Next:  ‘10-K’ on 2/26/10 for 12/31/09   ·   Latest:  ‘10-K’ on 2/28/24 for 12/31/23   ·   3 References:   

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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

Annual Report   —   Form 10-K
Filing Table of Contents

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 


EX-10.169   —   Amendment to Transition Agreement Between Bny Mellon & Gerald L. Hassell


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  Amendment to Transition Agreement between BNY Mellon & Gerald L. Hassell  

Exhibit 10.169

December     , 2008

Mr. Gerald L. Hassell

The Bank of New York Mellon Corporation

The Bank of New York Company, Inc.

    One Wall Street

New York, New York 10286

 

  Re: Transition Agreement Amendment

Dear Gerald:

The purpose of this letter is to amend the terms of the agreement between you and The Bank of New York Company, Inc., dated June 25, 2007 (the “Transition Agreement”) to provide for necessary changes to comply with Section 409A of the Internal Revenue Code. If you agree, this letter will amend the Transition Agreement.

You agree that Section 4(j) of the Transition Agreement is restated in its entirety to read as follows:

(j) Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement or elsewhere, if you are a “specified employee” as determined pursuant to Section 409A of the Code as of the date of your “separation from service” (within the meaning of Final Treasury Regulation 1.409A-1(h)) and if any payment or benefit provided for in this Agreement or otherwise both (x) constitutes a “deferral of compensation” within the meaning of Section 409A and (y) cannot be paid or provided in the manner otherwise provided without subjecting you to “additional tax”, interest or penalties under Section 409A, then any such payment or benefit that is payable during the first six months following your “separation from service” shall be paid or provided to you in a cash 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 payment or benefit due upon a termination of your employment that represents a “deferral of compensation” within the meaning of Section 409A shall only be paid or provided to you upon a “separation from service”. Notwithstanding anything to the contrary in this Agreement or elsewhere, any payment or benefit under this Agreement or otherwise that is exempt from Section 409A pursuant to Final Treasury Regulation 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 your second taxable year following your taxable year in which the “separation from service” occurs; and provided further that such expenses are reimbursed no later than the last day of your third taxable year following the taxable year in which your “separation from service” occurs. Except as otherwise expressly provided herein, to the extent any reimbursement or in-kind benefit under this Agreement constitutes a deferral of compensation, the amount of any such expenses eligible for reimbursement (or in-kind benefits to be provided) in one calendar year shall not affect the expenses eligible for reimbursement )or in-kind benefits to be provided) 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 in-kind benefit) be subject to liquidation or exchange for another benefit. For the purposes of this Agreement, each payment and benefit made hereunder shall be deemed to be a separate payment.

The terms of the Transition Agreement not amended herein shall remain in force and are not affected by this letter. This letter will be governed and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws. For ease of reference, any capitalized terms used but not defined in this letter are used with the same meaning as under the Transition Agreement.

If the terms of this letter are acceptable to you, please sign both copies of this letter indicating your agreement to its terms, keep one signed copy of the letter for yourself and return the other signed copy to me. This letter may be executed in two or more counterparts, each of which will be deemed to be an original. A signature transmitted by facsimile will be deemed an original signature.

 

Sincerely,
The Bank of New York Mellon Corporation

/s/ Lisa B. Peters

Name:   Lisa B. Peters
Title:   Senior Executive Vice President

Accepted and Agreed:

 

/s/ Gerald L. Hassell

Gerald L. Hassell

 

Date: December 15, 2008

 

2


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/27/09
For Period End:12/31/0811-K,  13F-HR,  13F-HR/A,  4,  5
12/15/08
6/25/07
 List all Filings 


3 Subsequent Filings that Reference this Filing

  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
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Filing Submission 0001193125-09-041050   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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