SEC Info - Bank of New York Mellon Corp - ‘10-Q’ for 6/30/16

SEC Info℠

Home

Help

Please Sign In

Bank of New York Mellon Corp – ‘10-Q’ for 6/30/16 – ‘EX-10.3’

On: Monday, 8/8/16, at 4:35pm ET · For: 6/30/16 · Accession #: 1390777-16-246 · File #: 1-35651

  As Of               Filer                 Filing    For·On·As Docs:Size

 8/08/16  Bank of New York Mellon Corp      10-Q        6/30/16  124:34M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   2.73M 
 2: EX-10.1     Form of Amended and Restated Director               HTML     78K 
                Indemnification Agreement                                        
 3: EX-10.2     Form of Amended and Restated Executive Officer      HTML     80K 
                Indemnification Agreement                                        
 4: EX-10.3     The Bank of New York Mellon Corporation Form of     HTML     75K 
                Restricted Stock Unit Agreement                                  
 5: EX-10.4     The Bank of New York Mellon Corporation Form of     HTML     77K 
                Performance Share Unit Agreement                                 
 6: EX-12.1     Computation of Ratio of Earnings to Combined Fixed  HTML     62K 
                Charges and Preferred Stock                                      
 7: EX-31.1     Section 302 CEO Certification                       HTML     42K 
 8: EX-31.2     Section 302 CFO Certification                       HTML     42K 
 9: EX-32.1     Section 906 CEO Certification                       HTML     37K 
10: EX-32.2     Section 906 CFO Certification                       HTML     37K 
17: R1          Document and Entity Information                     HTML     55K 
18: R2          Consolidated Income Statement (Unaudited)           HTML    209K 
19: R3          Consolidated Income Statement (Unaudited)           HTML     38K 
                (Parenthetical)                                                  
20: R4          Consolidated Comprehensive Income Statement         HTML     87K 
                (Unaudited)                                                      
21: R5          Consolidated Comprehensive Income Statement         HTML     39K 
                (Unaudited) (Parenthetical)                                      
22: R6          Consolidated Balance Sheet (Unaudited)              HTML    175K 
23: R7          Consolidated Balance Sheet (Unaudited)              HTML     63K 
                (Parenthetical)                                                  
24: R8          Consolidated Statement of Cash Flows (Unaudited)    HTML    181K 
25: R9          Consolidated Statement of Changes in Equity         HTML     83K 
                (Unaudited)                                                      
26: R10         Consolidated Statement of Changes in Equity         HTML     41K 
                (Unaudited) (Parenthetical)                                      
27: R11         Basis of Presentation                               HTML     41K 
28: R12         Acquisitions and Dispositions                       HTML     43K 
29: R13         Securities                                          HTML    557K 
30: R14         Loans and asset quality                             HTML    610K 
31: R15         Goodwill and Intangible Assets                      HTML    175K 
32: R16         Other Assets                                        HTML     83K 
33: R17         Net Interest Revenue                                HTML     98K 
34: R18         Employee Benefit Plans                              HTML    102K 
35: R19         Restructuring Charges                               HTML     41K 
36: R20         Income Taxes                                        HTML     43K 
37: R21         Securitizations and Variable Interest Entities      HTML     97K 
38: R22         Preferred Stock                                     HTML     84K 
39: R23         Other Comprehensive Income (Loss)                   HTML    181K 
40: R24         Fair Value Measurement                              HTML    838K 
41: R25         Fair Value Option                                   HTML     77K 
42: R26         Derivative Instruments                              HTML    528K 
43: R27         Commitments and Contingent Liabilities              HTML    127K 
44: R28         Lines of Businesses                                 HTML    231K 
45: R29         Supplemental information to the Consolidated        HTML     51K 
                Statement of Cash Flows                                          
46: R30         Basis of Presentation (Policies)                    HTML     53K 
47: R31         Securities (Tables)                                 HTML    554K 
48: R32         Loans and asset quality (Tables)                    HTML    605K 
49: R33         Goodwill and Intangible Assets (Tables)             HTML    174K 
50: R34         Other Assets (Tables)                               HTML     77K 
51: R35         Net Interest Revenue (Tables)                       HTML     98K 
52: R36         Employee Benefit Plans (Tables)                     HTML    101K 
53: R37         Securitizations and Variable Interest Entities      HTML    102K 
                (Tables)                                                         
54: R38         Preferred Stock (Tables)                            HTML     66K 
55: R39         Other Comprehensive Income (Loss) (Tables)          HTML    178K 
56: R40         Fair Value Measurement (Tables)                     HTML    850K 
57: R41         Fair Value Option (Tables)                          HTML     76K 
58: R42         Derivative Instruments (Tables)                     HTML    514K 
59: R43         Commitments and Contingent Liabilities (Tables)     HTML     85K 
60: R44         Lines of Businesses (Tables)                        HTML    208K 
61: R45         Supplemental information to the Consolidated        HTML     49K 
                Statement of Cash Flows (Tables)                                 
62: R46         Acquisitions and Dispositions- Additional           HTML     75K 
                Information (Detail)                                             
63: R47         Securities - Amortized Cost, Gross Unrealized       HTML    151K 
                Gains and Losses and Fair Value of Securities                    
                (Detail)                                                         
64: R48         Securities - Net Securities Gains (Losses)          HTML     44K 
                (Detail)                                                         
65: R49         Securities - Aggregate Fair Value of Investments    HTML    171K 
                with Continuous Unrealized Loss Position (Detail)                
66: R50         Securities - Maturity Distribution by Carrying      HTML    157K 
                Amount and Yield (on Tax Equivalent Basis) of                    
                Investment Securities Portfolio (Detail)                         
67: R51         Securities - Projected Weighted-Average Default     HTML     47K 
                Rates and Loss Severities (Detail)                               
68: R52         Securities - Pre-Tax Net Securities Gains (Losses)  HTML     51K 
                by Type (Detail)                                                 
69: R53         Securities - Debt Securities Credit Losses Roll     HTML     47K 
                Forward Recorded in Earnings (Detail)                            
70: R54         Securities - Pledged assets (Details)               HTML     60K 
71: R55         Loans and asset quality - Details of Loan           HTML     91K 
                Distribution and Industry Concentrations of Credit               
                Risk (Detail)                                                    
72: R56         Loans and asset quality - Allowance for Credit      HTML    219K 
                Losses Activity (Detail)                                         
73: R57         Loans and asset quality - Nonperforming Assets      HTML     54K 
                (Detail)                                                         
74: R58         Loans and asset quality - Lost Interest (Detail)    HTML     40K 
75: R59         Loans and asset quality - Information about         HTML    105K 
                Impaired Loans (Detail)                                          
76: R60         Loans and asset quality - Information about Past    HTML     75K 
                Due Loans (Detail)                                               
77: R61         Loans and asset quality- Troubled Debt              HTML     50K 
                Restructurings (Detail)                                          
78: R62         Loans and asset quality - Credit Quality            HTML     65K 
                Indicators - Wealth Management Loans and Mortgages               
                - Credit Risk Profile by Internally Assigned Grade               
                (Detail)                                                         
79: R63         Loans and asset quality - Additional Information    HTML    118K 
                (Detail)                                                         
80: R64         Goodwill and Intangible Assets - Goodwill by        HTML     59K 
                Business Segment (Detail)                                        
81: R65         Goodwill and Intangible Assets - Intangible Assets  HTML     57K 
                by Business Segment (Detail)                                     
82: R66         Goodwill and Intangible Assets - Intangible Assets  HTML     75K 
                by Type (Detail)                                                 
83: R67         Goodwill and Intangible Assets - Estimated Annual   HTML     47K 
                Amortization Expense (Detail)                                    
84: R68         Goodwill and Intangible Assets goodwill and         HTML     42K 
                intangible assets - additional information                       
                (Details)                                                        
85: R69         Other Assets (Detail)                               HTML     68K 
86: R70         Other Assets - Seed Capital and Private Equity      HTML     56K 
                Investments Valued Using Net Asset Value (Detail)                
87: R71         Other Assets - Additional Information (Details)     HTML     58K 
88: R72         Net Interest Revenue (Detail)                       HTML     84K 
89: R73         Employee Benefit Plans - Net Periodic Benefit       HTML     64K 
                (Credit) Cost (Details)                                          
90: R74         Restructuring Charges - Additional Information      HTML     51K 
                (Detail)                                                         
91: R75         Income Taxes (Detail)                               HTML     53K 
92: R76         Securitizations and Variable Interest Entities -    HTML     76K 
                Incremental Assets and Liabilities of Variable                   
                Interest Entities Included in Consolidated                       
                Financial Statements (Detail)                                    
93: R77         Securitizations and Variable Interest Entities -    HTML     46K 
                Non-consolidated Variable Interest Entities                      
                (Detail)                                                         
94: R78         Preferred Stock - Additional Information (Detail)   HTML     82K 
95: R79         Preferred Stock - Stock Summary (Details)           HTML     70K 
96: R80         Other Comprehensive Income (Loss) - Components of   HTML    112K 
                Other Comprehensive Income (Detail)                              
97: R81         Fair Value Measurement - Assets and Liabilities     HTML    385K 
                Measured at Fair Value on Recurring Basis (Detail)               
98: R82         Fair Value Measurement- Details of Certain Items    HTML    222K 
                Measured at Fair Value on Recurring Basis (Detail)               
99: R83         Fair Value Measurement - Significant Unobservable   HTML    114K 
                Inputs (Detail)                                                  
100: R84         Fair Value Measurement - Assets Measured at Fair    HTML     57K  
                Value on Nonrecurring Basis (Detail)                             
101: R85         Fair Value Measurement - Quantitative Information   HTML     54K  
                about Level 3 Fair Value Measurements of Assets                  
                (Detail)                                                         
102: R86         Fair Value Measurement - Carrying Amount and Fair   HTML     87K  
                Value of Financial Instruments (Detail)                          
103: R87         Fair Value Measurement- Summary of Carrying Amount  HTML     47K  
                of Hedged Financial Instruments, Related Notional                
                Amount of Hedge and Estimated Fair Value of                      
                Derivatives (Detail)                                             
104: R88         Fair Value Option - Assets and Liabilities, by      HTML     51K  
                Type, of Consolidated Investment Management Funds                
                Recorded at Fair Value (Detail)                                  
105: R89         Fair Value Option - Changes in Fair Value of the    HTML     45K  
                Loans and Long-Term Debt and the Location of the                 
                Changes (Detail)                                                 
106: R90         Fair Value Option - Additional Information          HTML     45K  
                (Detail)                                                         
107: R91         Derivative Instruments - Additional Information     HTML     81K  
                (Detail)                                                         
108: R92         Derivative Instruments - Ineffectiveness Related    HTML     48K  
                to Derivatives and Hedging Relationships Recorded                
                in Income (Detail)                                               
109: R93         Derivative Instruments - Impact of Derivative       HTML     98K  
                Instruments on Balance Sheet (Detail)                            
110: R94         Derivative Instruments - Impact of Derivative       HTML     83K  
                Instruments on Income Statement (Detail)                         
111: R95         Derivative Instruments - Revenue from Foreign       HTML     45K  
                Exchange and Other Trading (Detail)                              
112: R96         Derivative Instruments - Fair Value of Derivative   HTML     50K  
                Contracts Falling under Early Termination                        
                Provisions in Net Liability Position (Detail)                    
113: R97         Derivative Instruments - Offsetting (Details)       HTML    243K  
114: R98         Derivative Instruments - Secured borrowings         HTML     93K  
                (Details)                                                        
115: R99         Commitments and Contingent Liabilities -            HTML     79K  
                Significant Industry Concentrations Related to                   
                Credit Exposure (Detail)                                         
116: R100        Commitments and Contingent Liabilities - Summary    HTML     51K  
                of Off-Balance Sheet Credit Risks, Net of                        
                Participations (Detail)                                          
117: R101        Commitments and Contingent Liabilities - Standby    HTML     43K  
                Letters of Credits by Investment Grade (Detail)                  
118: R102        Commitments and Contingent Liabilities -            HTML     95K  
                Additional Information (Detail)                                  
119: R103        Lines of Businesses - Additional Information        HTML     36K  
                (Detail)                                                         
120: R104        Lines of Businesses- Contribution of Segments to    HTML    103K  
                Overall Profitability (Detail)                                   
121: R105        Supplemental information to the Consolidated        HTML     55K  
                Statement of Cash Flows- Noncash Investing and                   
                Financing Transactions that are Not Reflected in                 
                Consolidated Statement of Cash Flows (Detail)                    
123: XML         IDEA XML File -- Filing Summary                      XML    228K  
122: EXCEL       IDEA Workbook of Financial Reports                  XLSX    197K  
11: EX-101.INS  XBRL Instance -- bk-20160630                         XML  14.23M 
13: EX-101.CAL  XBRL Calculations -- bk-20160630_cal                 XML    460K 
14: EX-101.DEF  XBRL Definitions -- bk-20160630_def                  XML   1.59M 
15: EX-101.LAB  XBRL Labels -- bk-20160630_lab                       XML   3.30M 
16: EX-101.PRE  XBRL Presentations -- bk-20160630_pre                XML   2.05M 
12: EX-101.SCH  XBRL Schema -- bk-20160630                           XSD    353K 
124: ZIP         XBRL Zipped Folder -- 0001390777-16-000246-xbrl      Zip    740K

‘EX-10.3’ — The Bank of New York Mellon Corporation Form of Restricted Stock Unit Agreement

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

Exhibit 10.3

THE BANK OF NEW YORK MELLON CORPORATION

The Bank of New York Mellon Corporation Long‑Term Incentive Plan

FORM OF RESTRICTED STOCK UNIT AGREEMENT

The Bank of New York Mellon Corporation (the “Corporation”) and , a key employee (the “Grantee”) of the Corporation, in consideration of the covenants and agreements herein contained and intending to be legally bound hereby, agree as follows:

SECTION 1: Restricted Stock Unit Award

1.1 Award. Subject to the terms and conditions set forth in this Restricted Stock Unit Agreement (this “Agreement”) and to the terms of The Bank of New York Mellon Corporation Long‑Term Incentive Plan (the “Plan”), the Corporation awards to the Grantee restricted stock units (the “RSUs”), each representing a share of the Corporation’s common stock, par value $.01 (the “Common Stock”), on (the “Grant Date”), subject to adjustment as provided in Article IX of the Plan. Each of the RSUs is denominated as a single share of Common Stock with a value equal to one share of Common Stock. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

1.2 Acceptance. The payment of the RSUs is contingent upon the Grantee’s acknowledgement of this Agreement in the manner prescribed by the Corporation, which shall constitute the Grantee’s acceptance of the terms and conditions of this Agreement and the Plan, as this Agreement and the Plan may be amended from time to time; provided, however, that no alteration, amendment, revocation or termination of this Agreement or the Plan shall, without the written consent of the Grantee, adversely affect the rights of the Grantee with respect to the award. If the Grantee does not acknowledge this Agreement in the manner prescribed by the Corporation on or before , this award will be forfeited. In such case, the Grantee will have no rights to this award and it will not be reinstated.

1.3 Dividend Equivalent Rights; No Voting. During the period prior to vesting, dividend equivalents will accrue with respect to the RSUs corresponding to the amount of any dividend paid by the Corporation for the applicable dividend payment date. Such dividend equivalents will be paid in cash to the Grantee without interest pursuant to Section 4 of this Agreement if and to the extent that the underlying RSUs become vested as provided in this Agreement. In the event that the Grantee receives any additional RSUs as an adjustment with respect to the RSUs granted under this Agreement, such additional RSUs will be subject to the same restrictions as if granted under this Agreement as of the Grant Date and paid pursuant to Section 4 of this Agreement. During the period prior to vesting, the Grantee shall not be entitled to vote any shares represented by the RSUs. “Corporation”, when used herein with reference to employment of the Grantee, shall include any Affiliate of the Corporation.

SECTION 2: Restrictions on Transfer

2.1 Nontransferable. No RSUs awarded hereunder or any interest therein may be sold, transferred, assigned, pledged or otherwise disposed of (any such action being hereinafter referred to

as a “Disposition”) by the Grantee until such time as this restriction lapses with respect to such RSUs pursuant to Section 3 hereof, and any attempt to make such a Disposition shall be null and void and result in the immediate forfeiture and return to the Corporation without consideration of any RSUs as to which restrictions on Disposition shall at such time be in effect.

SECTION 3: Vesting, Risk Adjustment, Forfeiture, Termination of Employment, Disability and Covenants

3.1 Vesting Period, Risk Adjustment and Forfeiture.

(a) Vesting and Risk Adjustment. Subject to Section 5.6 of this Agreement, if the Grantee remains continuously employed by the Corporation through the close of business on the applicable vesting date, the RSUs shall vest and the restrictions on Disposition of the RSUs set forth in Section 2.1 of this Agreement shall lapse in accordance with the following schedule: [Insert Vesting Schedule]

provided that all fractional RSUs, if any, will be rounded up and vest as whole RSUs upon the earlier vesting date(s) and provided further that unvested RSUs are subject to forfeiture based upon the risk adjustment process set forth on Attachment A.

(b) Forfeiture upon Termination of Employment. Subject to Sections 3.2 and 3.3 of this Agreement, upon the effective date of a termination of the Grantee’s employment with the Corporation occurring prior to the vesting and lapse of restrictions on Disposition, all RSUs then subject to restrictions on Disposition shall immediately be forfeited and returned to the Corporation without consideration or further action being required of the Corporation except in situations where vesting would have occurred but for the fact that a determination has not yet been made as to whether a risk adjustment pursuant to Attachment A is required, in which case vesting shall occur in accordance with the terms of this Agreement provided that the Committee determines the effect, if any, of a risk adjustment. The effective date of the Grantee’s termination shall be the date upon which the Grantee ceases to perform 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.

(c) Forfeiture upon Termination of Employment for Cause. Notwithstanding anything to the contrary contained in this Agreement, upon the effective date of a termination of the Grantee’s employment with the Corporation for “Cause,” as defined in Section 3.4 below, all RSUs then subject to restrictions on Disposition shall immediately be forfeited and returned to the Corporation without consideration or further action being required of the Corporation.

(d) Limitation. Subject to Section 4.1, a vesting date may be delayed if and to the extent the risk adjustment process set forth on Attachment A is not completed by such date.

3.2 Specified Terminations of Employment.

(a) Death. If the Grantee’s employment with the Corporation is terminated by reason of the Grantee’s death (or if the Grantee’s death occurs at any time while the RSUs remain subject to restrictions on Disposition), the RSUs shall vest immediately and the restrictions on Disposition of the RSUs set forth in Section 2.1 of this Agreement shall lapse upon the Grantee’s death.

- 2 -

(b) Specified Age and Years of Service Rule. If the Grantee’s employment with the Corporation terminates on or after the Grantee’s attainment of age 55 and the combination of the Grantee’s age and years of credited employment with the Corporation (including full and partial years of age or service) on the date of Grantee’s termination equals or exceeds 65, the RSUs shall continue to vest and the restrictions on Disposition of the RSUs set forth in Section 2.1 of this Agreement shall lapse as provided in Section 3.1(a), contingent upon the Grantee’s compliance with the covenants provided in Section 3.5 hereof and subject to forfeiture based upon the risk adjustment process set forth on Attachment A. If the Grantee fails to comply with such covenants, the RSUs shall immediately be forfeited. For the purposes of the foregoing, partial years shall be determined based upon the number of days since the Grantee’s then prior birthday or the number of days of credited employment since the Grantee’s then prior anniversary, as the case may be.

(c) Termination Providing Transition/Separation Pay. If the Grantee’s employment with the Corporation terminates by reason of a termination providing transition/separation pay from the Corporation, the RSUs shall continue to vest and the restrictions on Disposition of the RSUs set forth in Section 2.1 of this Agreement shall lapse as provided in Section 3.1(a), contingent upon the Grantee’s compliance with the covenants provided in Section 3.5 hereof and subject to forfeiture based upon the risk adjustment process set forth on Attachment A. If the Grantee fails to comply with such covenants, the RSUs shall immediately be forfeited.

(d) Sale of Business. If the Grantee’s employment terminates by reason of a termination by the Corporation due to a sale of a business unit or subsidiary of the Corporation by which the Grantee is employed and the Grantee is not otherwise entitled to transition/separation pay from the Corporation, the RSUs shall continue to vest and the restrictions on Disposition of the RSUs set forth in Section 2.1 of this Agreement shall lapse as provided in Section 3.1(a), subject to forfeiture based upon the risk adjustment process set forth on Attachment A.

(e) Change in Control. If the Grantee’s employment is terminated by the Corporation without “Cause,” as defined in Section 3.4 below, within two years after a Change in Control, as defined in Section 10.1 of the Plan, occurring after the Grant Date, the RSUs shall continue to vest and the restrictions on Disposition of the RSUs set forth in Section 2.1 of this Agreement shall lapse as provided in Section 3.1(a), subject to forfeiture based upon the risk adjustment process set forth on Attachment A.

3.3 Disability. If Grantee receives current benefits under the Corporation’s long‑term disability plan while any portion of this award remains unvested, the RSUs shall continue to vest and the restrictions on Disposition of the RSUs set forth in Section 2.1 of this Agreement shall lapse as provided in Section 3.1(a), subject to forfeiture based upon the risk adjustment process set forth on Attachment A.

3.4 Cause Definition. Solely for purposes of this Agreement, “Cause” shall mean when the Corporation or any Affiliate determines, in its sole discretion, that:

(i) the Grantee has been convicted of, or has entered into a pretrial diversion or entered a plea of guilty or nolo contendere (plea of no contest) to a crime or offense constituting a felony (or its equivalent under applicable laws outside of the United States), or to any other crime or offense involving

- 3 -

moral turpitude, dishonesty, fraud, breach of trust, money laundering, or any other offense that may preclude the Grantee from being employed with a financial institution;

(ii) the Grantee is grossly negligent in the performance of his or her duties or has failed to perform in any material respect the duties of his or her employment, including, without limitation, failure to comply with any lawful directive from the Corporation, other than by reason of incapacity due to disability or from any permitted leave of absence required by law;

(iii) the Grantee has violated the Corporation’s Code of Conduct or any of the policies of the Corporation governing the conduct of the Corporation’s business or his or her employment;

(iv) the Grantee has engaged in any misconduct which has the effect of being materially injurious to the Corporation, including, but not limited to, its reputation;

(v) the Grantee has engaged in an act of fraud or dishonesty, including, but not limited to, taking or failing to take actions intending to result in personal gain; or

(vi) if the Grantee is employed outside the United States and there are circumstances other than the above that warrant the immediate termination of his or her employment without any notice or payment in accordance with the terms of his or her employment agreement or Applicable Laws (as defined in Section 5.2).

3.5 Covenants. The Grantee agrees to provide the Corporation with 90 days’ advance written notice of any voluntary termination of the Grantee’s employment with the Corporation. In the case of those terminations for which vesting is contingent upon compliance with this section, the Grantee agrees that for the period commencing on the effective date of the Grantee’s termination of employment with the Corporation until the one‑year anniversary thereof (provided that the covenants shall not apply to any vested RSU tranches), the Grantee will not directly or indirectly (a) solicit or attempt to solicit or induce, directly or indirectly, (i) any current or prospective client of the Corporation or an Affiliate known to the Grantee, to initiate or continue a client relationship with the Grantee other than with the Corporation or Affiliate or to terminate or reduce its client relationship with the Corporation or Affiliate, or (ii) any employee of the Corporation or an Affiliate, to terminate such employee’s employment relationship with the Corporation or Affiliate in order to enter into a similar relationship with the Grantee, or any other person or any entity, or (b) compete against the Corporation or an Affiliate in any capacity, whether as principal, agent, independent contractor, employee or otherwise, with any financial services industry company located within 1,000 miles of the Grantee’s primary location of employment with the Corporation; provided, however, that the ownership of up to 5% of any class of the outstanding securities of any company the securities of which are listed on a national securities exchange (a “Public Company”) (including, for purposes of calculating such percentage, the voting securities owned by persons acting in concert with such person or otherwise constituting a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934) shall not be deemed a violation hereof provided that the Grantee does not have an active role in the management of such Public Company. If the Grantee fails to comply with such covenants, the consequence shall be forfeiture of the RSUs and all dividend equivalents accrued with respect to such RSUs. The Grantee agrees to advise any person or entity that seeks to employ the Grantee of the terms of these covenants.

- 4 -

3.6 Continuation. For the avoidance of doubt, the provisions of Section 5.6 continue to apply without limitation in accordance with its terms notwithstanding any termination of employment or services under this Section 3.

SECTION 4: Settlement

4.1 Time of Settlement. Vested RSUs shall be settled on the vesting dates provided herein and in all events no later than two and one-half months following the end of the calendar year in which vesting occurs; provided, however, if the Grantee is a “specified employee” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), upon separation from service and such settlement is conditioned upon a separation from service and not compensation the Grantee could receive without separating from service, then settlement shall not be made until the first day following the six‑month anniversary of the Grantee’s separation from service (or upon earlier death).

4.2 Form of Settlement. The RSUs shall be settled in the form of Common Stock delivered in book‑entry form. Dividend equivalents, if any, shall be settled in the form of cash, payable without interest.

SECTION 5: Miscellaneous

5.1 No Right to Employment. Neither the award of RSUs 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 Grantee’s employment at any time, for any reason, with or without Cause.

5.2 Compliance with Laws. Notwithstanding any other provision of this Agreement, the Grantee agrees to take any action, and consents to the taking of any action by the Corporation, with respect to the RSUs awarded hereunder necessary to achieve compliance with applicable laws, regulations or relevant regulatory requirements or interpretations in effect from time to time (“Applicable Laws”). Any determination in this connection by the Corporation shall be final, binding and conclusive. The Corporation shall in no event be obligated to register any securities pursuant to the U.S. 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 delivery of shares in book-entry form or otherwise therefore to comply with any Applicable Laws. For the avoidance of doubt, the Grantee understands and agrees that if any payment or other obligation under or arising from this Agreement, including without limitation dividend equivalent rights, or the Plan is in conflict with or is restricted by any Applicable Laws, 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. If the Corporation determines that it is necessary or appropriate for any payments under this Agreement to be delayed in order to avoid additional tax, interest and or penalties under Section 409A of the Code, then the payments would not be made before the date which is the first day following the six (6) month anniversary of the date of the Grantee’s termination of employment (or upon earlier death).

5.3 Plan Governs. This is the Award Agreement contemplated in Section 2.3(b) of the Plan. In the event of any conflict between the provisions of this Agreement and the Plan, the Plan shall govern. A copy of the Plan can be found on the Corporation’s equity award website or may be obtained from

- 5 -

the Executive Compensation Division of the Corporation’s Human Resources Department. No amount of income received by the Grantee pursuant to the RSUs shall be considered compensation for purposes of any pension or retirement plan, insurance plan or any other employee benefit plan of the Corporation.

5.4 Liability for Breach. The Grantee hereby indemnifies the Corporation and holds it harmless from and against any and all damages or liabilities incurred by the Corporation (including liabilities for attorneys’ fees and disbursements) arising out of any breach by the Grantee of this Agreement, including, without limitation, any attempted Disposition in violation of Section 2.1 of this Agreement.

5.5 Tax Withholding. The Grantee must pay the amount of any federal, state, local or foreign income or employment taxes required to be withheld on the compensation income resulting from the award of, or lapse of restrictions on, the RSUs directly to the Corporation in cash upon request; provided, however, that where the restrictions on Disposition set forth in Section 2.1 of this Agreement have lapsed the Grantee may satisfy such obligation in whole or in part by requesting the Corporation in writing to withhold from the Common Stock otherwise deliverable to the Grantee or by delivering to the Corporation shares of its Common Stock having a Fair Market Value on the date the restrictions lapse equal to the amount of the aggregate minimum statutory withholding tax obligation to be so satisfied, in accordance with such rules as the Committee may prescribe. If the Grantee does not make such request, the Corporation will automatically net unless it has previously requested payment in cash. The Corporation may also establish rules, notwithstanding Sections 2.1 and 4.1 hereof, which may differ from those described above in the case of employment taxes if such taxes are deemed to be due before the lapse of restrictions on Disposition. The Corporation’s obligation to issue or credit shares to the Grantee is contingent upon the Grantee’s satisfaction of an amount sufficient to satisfy any federal, state, local or other withholding tax requirements, notwithstanding the lapse of the restrictions thereon.

5.6 Forfeiture and Repayment. If, directly or indirectly:

(a) during the course of the Grantee’s employment with the Corporation, the Grantee engages in conduct or it is discovered that the Grantee 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 Grantee’s employment with the Corporation and, unless the Grantee has post‑termination obligations or duties owed to the Corporation or its Affiliates pursuant to an individual agreement set forth in subsection (d) below, for one year thereafter, the Grantee engages in solicitation and/or diversion of customers or employees;

(c) during the course of the Grantee’s employment with the Corporation, the Grantee engages in competition with the Corporation or its Affiliates;

(d) following termination of the Grantee’s employment with the Corporation for any reason, with or without Cause, the Grantee 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; or

- 6 -

(e) any compensation that the Corporation has promised or paid to the Grantee is required to be forfeited and/or repaid to the Corporation pursuant to applicable regulatory requirements;

the Corporation may cancel all or any portion of this award with respect to the RSUs subject to restrictions on Disposition and/or require repayment of any shares (or the value thereof) or amounts which were acquired from the award. The Corporation shall have sole discretion to determine what constitutes grounds for forfeiture and/or repayment under this Section 5.6, and, in such event, the portion of this award that shall be cancelled and the sums or amounts that shall be repaid. For purposes of the foregoing, Grantee expressly and explicitly authorizes the Corporation to issue instructions, on Grantee’s behalf, to any brokerage firm and/or third party administrator engaged by the Corporation to hold the shares of Common Stock and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares and/or other amounts to the Corporation.

5.7 Governing Law and Choice of Forum. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, other than any choice of law provisions calling for the application of laws of another jurisdiction. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of New York and agree that such litigation shall be conducted only in the courts of New York County, New York, or the federal courts for the United States for the Southern District of New York, and no other courts, where this grant is made and/or to be performed and agree to such other choice of forum provisions as are included in the Plan.

5.8 Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

5.9 Waiver. The Grantee acknowledges that a waiver by the Corporation of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach of this Agreement.

- 7 -

Attachment A

Risk Adjustment/Forfeiture Decision Process

For any performance year in which the Grantee remains a covered employee, the Grantee’s risk performance will be assessed via a Risk Culture Summary Scorecard (“RCSS”) Score or a Performance Management Platform (“PMP”) Risk Goal Rating. If, in any year, the Grantee receives an RCSS Score of 4 or worse, or a PMP Risk Goal Rating of “Below Expectations” or “Unsatisfactory,” the Grantee’s unvested RSUs will be subject to review by the Incentive Compensation Review Committee (“ICRC”) for consideration of forfeiture. If the Grantee is no longer a covered employee or has left the Corporation, any unvested portion of the RSUs will also be subject to a risk review by the ICRC. The ICRC is generally comprised of senior managers and senior control managers.

In that event, as part of its review, ICRC will ask –


•	Did the Grantee’s score/rating reflect poor risk behavior by the Grantee in a prior year?


•	Did the Grantee receive an award in that year?

If the answer to both questions is yes, ICRC asks the following questions with respect to each of the designated prior years:


•	Financial Impact: How much did/will the issue cost the Company?


•	Reputational Impact: How much of a regulatory impact did/will it have on the Company?

ICRC selects the impact answer that falls into the highest category below to determine the impact forfeiture percentage.



Criteria	Metric	None	Low	Medium	High
Financial Impact
Reputational Impact

As used in this Attachment A, the term “Company” shall mean the Corporation and its Affiliates.

Then the ICRC asks how much, if any, control/responsibility the Grantee had regarding the situation. The answer to the last question determines the modifier to be applied to the impact forfeiture percentage.



Criteria	None	Indirect	Direct
The Grantee’s role & responsibility

Example [Insert Example]:

The ICRC will submit its recommendations to the Human Resources and Compensation Committee of the Corporation’s Board of Directors for final action and approval.

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/24  Bank of New York Mellon Corp.     10-K       12/31/23  186:40M
 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

↑Top