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Bank of New York Mellon Corp – ‘10-Q’ for 6/30/14 – ‘EX-10.3’

On:  Monday, 8/11/14, at 1:39pm ET   ·   For:  6/30/14   ·   Accession #:  1445305-14-3583   ·   File #:  1-35651

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

 8/11/14  Bank of New York Mellon Corp      10-Q        6/30/14  142:52M                                    Workiva Inc

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   3.02M 
 2: EX-10.2     Lease Agreement by and Between the Bank of New      HTML   1.42M 
                York Mellon and Wfp Tower Co. L.P                                
 3: EX-10.3     Form of Restricted Stock Unit Agreement             HTML     81K 
 4: EX-10.4     Form of Performance Share Unit Agreement            HTML     90K 
 5: EX-12.1     Computation of Ratio of Earnings to Combined Fixed  HTML     70K 
                Charges and Preferred Stock                                      
 6: EX-31.1     Section 302 CEO Certification                       HTML     48K 
 7: EX-31.2     Section 302 CFO Certification                       HTML     48K 
 8: EX-32.1     Section 906 CEO Certification                       HTML     43K 
 9: EX-32.2     Section 906 CFO Certification                       HTML     43K 
96: R1          Document and Entity Information                     HTML     68K 
70: R2          Consolidated Income Statement                       HTML    219K 
89: R3          Consolidated Income Statement (Parenthetical)       HTML     43K 
100: R4          Consolidated Comprehensive Income Statement         HTML     91K  
129: R5          Consolidated Comprehensive Income Statement         HTML     45K  
                (Parenthetical)                                                  
74: R6          Consolidated Balance Sheet                          HTML    200K 
88: R7          Consolidated Balance Sheet (Parenthetical)          HTML     69K 
63: R8          Consolidated Statement of Cash Flows                HTML    193K 
51: R9          Consolidated Statement of Changes in Equity         HTML     86K 
131: R10         Consolidated Statement of Changes in Equity         HTML     43K  
                (Parenthetical)                                                  
102: R11         Basis of presentation                               HTML     48K  
101: R12         Accounting Changes and New Accounting Guidance      HTML     98K  
109: R13         Acquisitions and dispositions                       HTML     51K  
110: R14         Securities                                          HTML    533K  
106: R15         Loans and Asset Quality                             HTML    698K  
111: R16         Goodwill and Intangible Assets                      HTML    164K  
90: R17         Other Assets                                        HTML     87K 
97: R18         Net Interest Revenue                                HTML    102K 
104: R19         Employee Benefit Plans                              HTML    105K  
141: R20         Restructuring Charges                               HTML     90K  
121: R21         Income Taxes                                        HTML     65K  
80: R22         Securitizations and Variable Interest Entities      HTML     97K 
103: R23         Preferred stock                                     HTML    113K  
84: R24         Other Comprehensive Income (Loss)                   HTML    177K 
40: R25         Fair Value Measurement                              HTML   1.03M 
123: R26         Derivative Instruments                              HTML    481K  
136: R27         Fair Value Option                                   HTML     73K  
57: R28         Commitments and Contingent Liabilities              HTML    143K 
56: R29         Lines of Businesses                                 HTML    233K 
61: R30         Supplemental information to the Consolidated        HTML     52K 
                Statement of Cash Flows                                          
62: R31         Basis of presentation (Policies)                    HTML    106K 
64: R32         Accounting Changes and New Accounting Guidance      HTML     98K 
                (Tables)                                                         
27: R33         Securities (Tables)                                 HTML    532K 
119: R34         Loans and Asset Quality (Tables)                    HTML    690K  
78: R35         Goodwill and Intangible Assets (Tables)             HTML    164K 
81: R36         Other Assets (Tables)                               HTML     88K 
45: R37         Net Interest Revenue (Tables)                       HTML    101K 
140: R38         Employee Benefit Plans (Tables)                     HTML    105K  
16: R39         Restructuring Charges (Tables)                      HTML     90K 
67: R40         Income Taxes (Tables)                               HTML     57K 
127: R41         Securitizations and Variable Interest Entities      HTML    101K  
                (Tables)                                                         
42: R42         Preferred stock (Tables)                            HTML    103K 
55: R43         Other Comprehensive Income (Loss) (Tables)          HTML    174K 
60: R44         Fair Value Measurement (Tables)                     HTML   1.00M 
71: R45         Derivative Instruments (Tables)                     HTML    462K 
26: R46         Fair Value Option (Tables)                          HTML     75K 
50: R47         Commitments and Contingent Liabilities (Tables)     HTML     96K 
19: R48         Lines of Businesses (Tables)                        HTML    211K 
125: R49         Supplemental information to the Consolidated        HTML     50K  
                Statement of Cash Flows (Tables)                                 
41: R50         Accounting Changes and New Accounting Guidance      HTML    102K 
                (Details)                                                        
120: R51         Acquisitions and dispositions- Additional           HTML     81K  
                Information (Detail)                                             
46: R52         Securities-Amortized Cost, Gross Unrealized Gains   HTML    122K 
                and Losses and Fair Value of Securities (Detail)                 
68: R53         Securities-Amortized Cost, Gross Unrealized Gains   HTML     47K 
                and Losses and Fair Value of Securities                          
                (Parenthetical) (Detail)                                         
18: R54         Securities-Net Securities Gains (Losses) (Detail)   HTML     49K 
23: R55         Securities-Aggregate Fair Value of Investments      HTML    130K 
                with Continuous Unrealized Loss Position (Detail)                
59: R56         Securities-Maturity Distribution by Carrying        HTML    154K 
                Amount and Yield (on Tax Equivalent Basis) of                    
                Investment Securities Portfolio (Detail)                         
32: R57         Securities-Projected Weighted-Average Default       HTML     48K 
                Rates and Loss Severities (Detail)                               
132: R58         Securities-Pre-Tax Net Securities Gains (Losses)    HTML     54K  
                by Type (Detail)                                                 
76: R59         Securities-Debt Securities Credit Losses Roll       HTML     53K 
                Forward Recorded in Earnings (Detail)                            
107: R60         Securities Pledged assets (Details)                 HTML     63K  
49: R61         Loans and asset quality- Details of Loan            HTML     79K 
                Distribution and Industry Concentrations of Credit               
                Risk (Detail)                                                    
53: R62         Loans and asset quality- Details of Loan            HTML     44K 
                Distribution and Industry Concentrations of Credit               
                Risk (Parenthetical) (Detail)                                    
117: R63         Loans and asset quality- Allowance for Credit       HTML    171K  
                Losses Activity (Detail)                                         
112: R64         Loans and asset quality- Allowance for Credit       HTML     54K  
                Losses Activity (Parenthetical) (Detail)                         
79: R65         Loans and asset quality- Nonperforming Assets       HTML     54K 
                (Detail)                                                         
115: R66         Loans and asset quality- Nonperforming Assets       HTML     43K  
                (Parenthetical) (Detail)                                         
47: R67         Loans and asset quality- Lost Interest (Detail)     HTML     46K 
85: R68         Loans and asset quality- Information about          HTML    119K 
                Impaired Loans (Detail)                                          
135: R69         Loans and asset quality- Information about          HTML     50K  
                Impaired Loans (Parenthetical) (Detail)                          
22: R70         Loans and asset quality- Information about Past     HTML     74K 
                Due Loans (Detail)                                               
39: R71         Loans and asset quality- Troubled Debt              HTML     54K 
                Restructurings (Detail)                                          
69: R72         Loans and asset quality- Credit Quality Indicators  HTML     60K 
                - Wealth Management Loans and Mortgages - Credit                 
                Risk Profile by Internally Assigned Grade (Detail)               
30: R73         Loans and asset quality- Additional Information     HTML     83K 
                (Detail)                                                         
139: R74         Goodwill and Intangible Assets-Goodwill by          HTML     59K  
                Business Segment (Detail)                                        
43: R75         Goodwill and Intangible Assets-Intangible Assets    HTML     72K 
                by Business Segment (Detail)                                     
34: R76         Goodwill and Intangible Assets-Intangible Assets    HTML     60K 
                by Type (Detail)                                                 
38: R77         Goodwill and Intangible Assets-Estimated Annual     HTML     53K 
                Amortization Expense (Detail)                                    
24: R78         Goodwill and Intangible Assets Additional           HTML     44K 
                Information (Details)                                            
28: R79         Other Assets (Detail)                               HTML     74K 
98: R80         Other Assets-Parenthetical (Detail)                 HTML     43K 
36: R81         Other Assets-Seed Capital and Private Equity        HTML     61K 
                Investments Valued Using Net Asset Value (Detail)                
133: R82         Net Interest Revenue (Detail)                       HTML     92K  
65: R83         Employee Benefit Plans - Net Periodic Benefit Cost  HTML     62K 
                (Credit) (Detail)                                                
105: R84         Restructuring Charges- Additional Information       HTML     51K  
                (Detail)                                                         
114: R85         Restructuring Charges- Activity in Restructuring    HTML     60K  
                Reserve (Detail)                                                 
35: R86         Restructuring Charges- by Business Segment          HTML     57K 
                (Detail)                                                         
37: R87         Income Taxes - Additional Information (Detail)      HTML     55K 
130: R88         Income Taxes - Reconciliation of Statutory Federal  HTML     73K  
                Income Tax Rate to Effective Income Tax Rate                     
                (Detail)                                                         
31: R89         Securitizations and Variable Interest Entities-     HTML     66K 
                Incremental Assets and Liabilities of Variable                   
                Interest Entities Included in Consolidated                       
                Financial Statements (Detail)                                    
99: R90         Securitizations and Variable Interest Entities-     HTML     49K 
                Non-consolidated Variable Interest Entities                      
                (Detail)                                                         
93: R91         Preferred stock- Additional Information (Detail)    HTML     48K 
118: R92         Preferred stock Preferred Stock Summary (Details)   HTML    114K  
92: R93         Other Comprehensive Income (Loss) - Components of   HTML    174K 
                Other Comprehensive Income (Detail)                              
75: R94         Fair Value Measurement- Additional Information      HTML     57K 
                (Detail)                                                         
124: R95         Fair Value Measurement-Assets and Liabilities       HTML    346K  
                Measured at Fair Value on Recurring Basis (Detail)               
72: R96         Fair Value Measurement- Details of Certain Items    HTML    179K 
                Measured at Fair Value on Recurring Basis (Detail)               
44: R97         Fair Value Measurement- Significant Unobservable    HTML    132K 
                Inputs (Detail)                                                  
82: R98         Fair Value Measurement- Assets Measured at Fair     HTML     56K 
                Value on Nonrecurring Basis (Detail)                             
77: R99         Fair Value Measurement- Assets Measured at Fair     HTML     43K 
                Value on Nonrecurring Basis (Parenthetical)                      
                (Detail)                                                         
58: R100        Fair Value Measurement- Quantitative Information    HTML     76K 
                about Level 3 Fair Value Measurements of Assets                  
                (Detail)                                                         
142: R101        Fair Value Measurement- Quantitative Information    HTML     51K  
                about Level 3 Fair Value Measurements of                         
                Liabilities (Detail)                                             
116: R102        Fair Value Measurement- Carrying Amount and Fair    HTML     91K  
                Value of Financial Instruments (Detail)                          
91: R103        Fair Value Measurement- Summary of Carrying Amount  HTML     52K 
                of Hedged Financial Instruments, Related Notional                
                Amount of Hedge and Estimated Fair Value of                      
                Derivatives (Detail)                                             
25: R104        Derivative Instruments- Additional Information      HTML     80K 
                (Detail)                                                         
126: R105        Fair Value Option- Assets and Liabilities, by       HTML     57K  
                Type, of Consolidated Investment Management Funds                
                Recorded at Fair Value (Detail)                                  
134: R106        Derivative Instruments- Ineffectiveness Related to  HTML     49K  
                Derivatives and Hedging Relationships Recorded in                
                Income (Detail)                                                  
128: R107        Fair Value Option- Additional Information (Detail)  HTML     45K  
87: R108        Derivative Instruments- Impact of Derivative        HTML     85K 
                Instruments on Balance Sheet (Detail)                            
33: R109        Fair Value Option- Changes in Fair Value of         HTML     45K 
                Long-term Debt Included in Foreign Exchange and                  
                Other Trading Revenue (Detail)                                   
108: R110        Derivative Instruments- Impact of Derivative        HTML     44K  
                Instruments on Balance Sheet (Parenthetical)                     
                (Detail)                                                         
48: R111        Derivative Instruments- Impact of Derivative        HTML     71K 
                Instruments on Income Statement (Detail)                         
17: R112        Derivative Instruments- Revenue from Foreign        HTML     52K 
                Exchange and Other Trading (Detail)                              
73: R113        Derivative Instruments- Fair Value of Derivative    HTML     49K 
                Contracts Falling under Early Termination                        
                Provisions in Net Liability Position (Detail)                    
66: R114        Derivative Instruments- Offsetting (Details)        HTML    215K 
122: R115        Commitments and Contingent Liabilities-             HTML     72K  
                Significant Industry Concentrations Related to                   
                Credit Exposure (Detail)                                         
52: R116        Commitments and Contingent Liabilities- Summary of  HTML     48K 
                Off-Balance Sheet Credit Risks, Net of                           
                Participations (Detail)                                          
138: R117        Commitments and Contingent Liabilities- Summary of  HTML     46K  
                Off-Balance Sheet Credit Risks, Net of                           
                Participations (Parenthetical) (Detail)                          
29: R118        Commitments and Contingent Liabilities- Additional  HTML    110K 
                Information (Detail)                                             
95: R119        Commitments and Contingent Liabilities- Standby     HTML     46K 
                Letters of Credits by Investment Grade (Detail)                  
113: R120        Lines of Businesses- Additional Information         HTML     42K  
                (Detail)                                                         
20: R121        Lines of Businesses- Contribution of Segments to    HTML     85K 
                Overall Profitability (Detail)                                   
94: R122        Lines of Businesses- Contribution of Segments to    HTML     57K 
                Overall Profitability (Parenthetical) (Detail)                   
83: R123        Supplemental information to the Consolidated        HTML     51K 
                Statement of Cash Flows- Noncash Investing and                   
                Financing Transactions that are Not Reflected in                 
                Consolidated Statement of Cash Flows (Detail)                    
137: XML         IDEA XML File -- Filing Summary                      XML    224K  
21: EXCEL       IDEA Workbook of Financial Reports                  XLSX    964K 
54: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   9.12M 
10: EX-101.INS  XBRL Instance -- bk-20140630                         XML  15.14M 
12: EX-101.CAL  XBRL Calculations -- bk-20140630_cal                 XML    543K 
13: EX-101.DEF  XBRL Definitions -- bk-20140630_def                  XML   1.70M 
14: EX-101.LAB  XBRL Labels -- bk-20140630_lab                       XML   3.41M 
15: EX-101.PRE  XBRL Presentations -- bk-20140630_pre                XML   2.24M 
11: EX-101.SCH  XBRL Schema -- bk-20140630                           XSD    397K 
86: ZIP         XBRL Zipped Folder -- 0001445305-14-003583-xbrl      Zip    813K

‘EX-10.3’   —   Form of Restricted Stock Unit Agreement

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

 <!   C:   C: 
  BK Q2 2014 10-Q EX10.3  


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 Grantee accepts the award confirmed hereby, and agrees to be bound by the terms and provisions 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 execute and deliver this Agreement to 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.

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.

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.

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.

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.

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3.2 Specified Terminations of Employment.

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.

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 on the dates provided in Section 3.1, 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.

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 on the dates provided in Section 3.1, 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.

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 on the dates provided in Section 3.1, subject to forfeiture based upon the risk adjustment process set forth on Attachment A.

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(a) 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 on the dates provided in Section 3.1, subject to forfeiture based upon the risk adjustment process set forth on Attachment A.

3.3 Disability. During any period the Grantee receive benefits under the Corporation’s long‑term disability plan, the RSUs shall continue to vest and the restrictions on Disposition of the RSUs set forth

- 3 -    

in Section 2.1 of this Agreement shall lapse on the dates provided in Section 3.1, 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 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

- 4 -    

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.

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

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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 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;


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(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

(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.

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.

    

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Grant Date.

THE BANK OF NEW YORK MELLON CORPORATION


By:     
[Name/Title]


GRANTEE


By:     
[Name]


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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.


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