{"id":40355,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/restricted-stock-unit-agreement-bank-of-ny-mellon.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"restricted-stock-unit-agreement-bank-of-ny-mellon","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/restricted-stock-unit-agreement-bank-of-ny-mellon.html","title":{"rendered":"Restricted Stock Unit Agreement – Bank of NY Mellon"},"content":{"rendered":"

THE BANK OF NEW YORK MELLON CORPORATION<\/p>\n

The Bank of New York Mellon Corporation Long-Term
\nIncentive Plan <\/em><\/p>\n

FORM OF RESTRICTED STOCK UNIT AGREEMENT <\/u><\/p>\n

The Bank of New York Mellon Corporation (the “Corporation”) and
\n <\/u>, a key employee (the “Grantee”)
\nof the Corporation, in consideration of the covenants and agreements herein
\ncontained and intending to be legally bound hereby, agree as follows:<\/p>\n

SECTION 1: Restricted Stock Unit Award<\/u><\/p>\n

1.1 Award<\/u>. Subject to the terms and conditions set forth in this
\nRestricted Stock Unit Agreement (this “Agreement”) and to the terms of The Bank
\nof New York Mellon Corporation Long-Term Incentive Plan (the “Plan”), the
\nCorporation hereby awards to the Grantee <\/u> restricted
\nstock units (“RSUs”), each representing a share of the Corporation153s common
\nstock, par value $.01, (the “Common Stock”) on <\/u> (the
\n“Grant Date”), subject to adjustment as provided in Article IX of the Plan. Each
\nof the RSUs is denominated as a single share of Common Stock with a value equal
\nto one share of Common Stock. Capitalized terms not otherwise defined herein
\nshall have the meaning set forth in the Plan.<\/p>\n

1.2 Acceptance<\/u>. The Grantee accepts the award confirmed hereby, and
\nagrees to be bound by the terms and provisions of this Agreement and the Plan,
\nas this Agreement and the Plan may be amended from time to time; provided,
\nhowever,<\/em> that no alteration, amendment, revocation or termination of this
\nAgreement or the Plan shall, without the written consent of the Grantee,
\nadversely affect the rights of the Grantee with respect to the award.<\/p>\n

1.3 Dividend Equivalent Rights; No Voting<\/u>. During the period prior to
\nvesting, the Grantee will have the right to receive dividend equivalents with
\nrespect to the RSUs, payable in cash on the first regularly scheduled applicable
\npayroll date in each of February, May, August and November of each calendar
\nyear, corresponding to the amount of any dividend paid by the Corporation for
\nthe immediately preceding dividend payment date. In the event that the Grantee
\nreceives any additional RSUs as an adjustment with respect to the award, such
\nadditional RSUs will be subject to the same restrictions as if granted under
\nthis Agreement as of the Grant Date and paid pursuant to Section 4 of this
\nAgreement. During the period prior to vesting, the Grantee shall not be entitled
\nto vote any shares represented by the RSUs. “Corporation,” when used herein with
\nreference to employment of the Grantee, shall include any Affiliate of the
\nCorporation.<\/p>\n

SECTION 2: Restrictions on Transfer<\/u><\/p>\n

2.1 Nontransferable<\/u>. No RSUs awarded hereunder or any interest therein
\nmay be sold, transferred, assigned, pledged or otherwise disposed of (any such
\naction being hereinafter referred to as a “Disposition”) by the Grantee until
\nsuch time as this restriction lapses with respect to such RSUs pursuant to
\nSection 3 hereof, and any attempt to make such a Disposition shall be null and
\nvoid and result in the immediate forfeiture and return to the Corporation
\nwithout consideration of any RSUs as to which restrictions on Disposition shall
\nat such time be in effect.<\/p>\n<\/p>\n

\n

SECTION 3: Vesting, [Performance Requirements,]
\nForfeiture,<\/u><\/p>\n

Termination of Employment and Disability<\/u><\/p>\n

3.1 Vesting Period, [Required Tier 1 Common Capital Ratio and Return on
\nTier 1 Common Equity] and Forfeiture<\/u>.<\/p>\n

(a) Vesting<\/em>. Subject to Sections 3.1(b), 3.2, 3.3 and 5.6 hereof, if
\nthe Grantee remains continuously employed by the Corporation through the close
\nof business on <\/u>, the RSUs shall vest and the
\nrestrictions on Disposition of the RSUs set forth in Section 2.1 hereof shall
\nlapse in full on such date.<\/p>\n

[(b) Required Tier 1 Common Capital Ratio and Return on Tier 1 Common
\nEquity<\/em>. As promptly as practicable following the end of calendar year
\n <\/u>, the Human Resources and Compensation Committee of the
\nCorporation153s Board of Directors (the “Committee”) shall determine in accordance
\nwith the terms of this Agreement whether the Corporation153s Tier 1 Common Capital
\nRatio (as hereinafter described) at <\/u> was greater
\nthan or equal to <\/u>% and the Corporation153s Return on Tier 1 Common
\nEquity (as hereinafter described) at <\/u> was greater
\nthan or equal to <\/u>% (collectively, the “Performance Requirement”). If
\nthe Committee determines that the Performance Requirement has not been
\nsatisfied, all RSUs subject to restriction on disposition shall be forfeited and
\nreturned to the Corporation without further action being required of the
\nCorporation. For the purposes of this Agreement, (i) “Tier 1 Common Capital
\nRatio” shall be as defined by Basel 1 and (ii) “Return on Tier 1 Common Equity”
\nshall be the amount of GAAP earnings for calendar year <\/u> divided
\nby Tier 1 Common Equity as defined by Basel 1 as of <\/u>.
\nNotwithstanding the provisions of Sections 3.2 or 3.3 below, under no
\ncircumstances will the restrictions on Disposition set forth in Section 2.1
\nhereof lapse unless and until the Committee determines that the Performance
\nRequirement has been satisfied.]<\/p>\n

(c) Forfeiture Upon Termination of Employment<\/em>. Subject to Sections
\n3.2 and 3.3 of this Agreement, upon the effective date of a termination of the
\nGrantee153s employment with the Corporation occurring prior to the lapse of
\nrestrictions on Disposition pursuant to this Section 3.1, all RSUs then subject
\nto restrictions on Disposition shall immediately be forfeited and returned to
\nthe Corporation without consideration or further action being required of the
\nCorporation except<\/u><\/strong> in situations where vesting would
\nhave occurred but for (i) a delay pursuant to Section 3.4 below; or (ii) the
\nfact that a determination has not yet been made as to whether the Performance
\nRequirement has been satisfied, in which cases the restrictions on Disposition
\nshall lapse in accordance with the terms of this Agreement provided that the
\nCommittee determines that the Performance Requirement has been satisfied. The
\neffective date of the Grantee153s termination shall be the date upon which the
\nGrantee ceases to perform services as an employee of the Corporation, without
\nregard to accrued vacation, severance or other benefits or the characterization
\nthereof on the payroll records of the Corporation.<\/p>\n

(d) Forfeiture Upon Termination of Employment for Cause<\/em>. Upon the
\neffective date of a termination of the Grantee153s employment with the Corporation
\nfor cause, occurring prior to the lapse of restrictions on Disposition pursuant
\nto this Section 3.1 or pursuant to Sections 3.2 or 3.3 hereof, all RSUs then
\nsubject to restrictions on Disposition shall immediately be forfeited and
\nreturned to the Corporation without consideration or further action being
\nrequired of the Corporation, and without regard to any delay pursuant to
\nSection 3.4 below or the fact that a determination has not yet been made as to
\nwhether the Performance Requirement has been satisfied.<\/p>\n<\/p>\n

– 2 –<\/p>\n<\/p>\n

\n

3.2 Specified Terminations of Employment<\/u>.<\/p>\n

(a) Death, Sale of Business<\/em>. The restrictions on Disposition of the
\nRSUs set forth in Section 2.1 hereof shall lapse immediately and such RSUs shall
\nvest upon termination of the Grantee153s employment with the Corporation if such
\ntermination is by reason of (i) the Grantee153s death, or (ii) the Grantee153s
\ntermination by the Corporation due to a sale of a business unit or subsidiary of
\nthe Corporation by which the Grantee is employed and the Grantee is not
\notherwise entitled to transition\/separation pay from the Corporation.<\/p>\n

(b) Age & Service Rule, Termination Providing Transition\/Separation
\nPay.<\/em> If the Grantee153s employment terminates by reason of (i) a termination
\non or after the Grantee153s attainment of age 55 but prior to age 60 with ten
\nyears of credited employment with the Corporation, (ii) a termination on or
\nafter the Grantee153s attainment of age 60, or (iii) a termination providing
\ntransition\/separation pay from the Corporation, the restriction on Disposition
\nof the RSUs set forth in Section 2.1 shall lapse and the RSUs shall vest on the
\ndate provided in Section 3.1(a), contingent upon the Grantee153s compliance with
\nthe covenants provided in Section 3.5 hereof. If Grantee fails to comply with
\nsuch covenants, the RSUs shall immediately be forfeited.<\/p>\n

(c) Other Age & Service Rule.<\/em> If the Grantee153s employment with
\nthe Corporation terminates on or after the Grantee153s attainment of age 55 but
\nprior to age 60 and the Grantee has less than ten years of credited employment
\nwith the Corporation, the restrictions on Disposition of the RSUs set forth in
\nSection 2.1 shall lapse and the RSUs shall vest on the date provided in
\nSection 3.1(a), contingent upon the Grantee153s compliance with the covenants
\nprovided in Section 3.5 hereof, upon a number of RSUs equal to (i) the number of
\nwhole and fractional months from the Grant Date through the date upon which the
\nGrantee153s employment is terminated, divided by (ii) 36, with the result
\nmultiplied by (iii) the number of RSUs awarded hereunder. In such case, any
\nfractional RSUs shall be rounded up and all then remaining RSUs awarded
\nhereunder shall be forfeited immediately upon the Grantee153s termination of
\nemployment. If Grantee fails to comply with such covenants, the RSUs shall
\nimmediately be forfeited.<\/p>\n

(d) Change in Control<\/em>. If the Grantee153s employment is terminated by
\nthe Corporation “without cause,” as defined in Section 3.5(e) of the Plan,
\nwithin two years after a Change in Control, as defined in Section 3.2(e) of this
\nAgreement, occurring after the Grant Date, the restrictions on Disposition of
\nthe RSUs set forth in Section 2.1 hereof shall lapse and the RSUs shall vest
\nimmediately upon termination of the Grantee153s employment with the Corporation.
\nThe definition of Change in Control as provided in the Plan is expressly
\ninapplicable to this Agreement.<\/p>\n

(e) Change in Control Definition<\/em>. For purposes of this Agreement,
\n“Change in Control” means the occurrence of any one of the following events:\n<\/p>\n

(i) During any period of not more than two (2) years, the Incumbent Directors
\nno longer represent a majority of the Board. “Incumbent Directors” are (A) the
\nmembers of the Board as of July 1, 2007 and (B) any individual who becomes a
\ndirector subsequent to the date hereof whose appointment or nomination was
\napproved by at least a majority of the Incumbent Directors then on the Board
\n(either by specific vote or by approval, without prior written notice to the
\nBoard objecting to the nomination, of a proxy statement in which the member was
\nnamed as nominee). However, the Incumbent Directors will not include anyone who
\nbecomes a member of the Board after the date hereof as a result of an actual or
\nthreatened election contest or proxy or consent solicitation on behalf of anyone
\nother than the Board, including as a result of any appointment, nomination or
\nother agreement intended to avoid or settle a contest or solicitation;<\/p>\n<\/p>\n

– 3 –<\/p>\n<\/p>\n

\n

(ii) There is a beneficial owner of securities entitled to 30% or more of the
\ntotal voting power of the Corporation153s then-outstanding securities in respect
\nof the election of the Board (the “Voting Securities”), other than (A) the
\nCorporation, any Subsidiary of it or any employee benefit plan or related trust
\nsponsored or maintained by the Corporation or any Subsidiary of it; (B) any
\nunderwriter temporarily holding securities pursuant to an offering of them;
\n(C) anyone who becomes a beneficial owner of that percentage of Voting
\nSecurities as a result of an Excluded Transaction (as defined below); or
\n(D) anyone who becomes a beneficial owner of that percentage of Voting
\nSecurities as a result of a transaction in which Voting Securities are acquired
\nfrom the Corporation, if the transaction is approved by a majority of the
\nIncumbent Directors in a resolution that expressly states that the transaction
\nis not a Change in Control under Section 2(e) of the Corporation153s Executive
\nSeverance Plan;<\/p>\n

(iii) Consummation of a merger, consolidation, statutory share exchange or
\nsimilar transaction (including an exchange offer combined with a merger or
\nconsolidation) involving the Corporation (a “Reorganization”) or a sale, lease
\nor other disposition (including by way of a series of transactions or by way of
\nmerger, consolidation, stock sale or similar transaction involving one or more
\nsubsidiaries) of all or substantially all of the Corporation153s consolidated
\nassets (a “Sale”) other than an Excluded Transaction. A Reorganization or Sale
\nis an “Excluded Transaction” if immediately following it: (A) 50% or more of the
\ntotal voting power of the Surviving Corporation153s then-outstanding securities in
\nrespect of the election of directors (or similar officials in the case of a
\nnon-corporation) is represented by Voting Securities outstanding immediately
\nbefore the Reorganization or Sale or by securities into which such Voting
\nSecurities were converted in the Reorganization or Sale; (B) there is no
\nbeneficial owner of securities entitled to 30% or more of the total voting power
\nof the then-outstanding securities of the Surviving Corporation in respect of
\nthe election of directors (or similar officials in the case of a
\nnon-corporation); and (C) a majority of the board of directors of the Surviving
\nCorporation (or similar officials in the case of a non-corporation) were
\nIncumbent Directors at the time the Board approved the execution of the initial
\nagreement providing for the Reorganization or Sale. The “Surviving Corporation”
\nmeans in a Reorganization, the entity resulting from the Reorganization or in a
\nSale, the entity that has acquired all or substantially all of the assets of the
\nCorporation, except that, if there is a beneficial owner of securities entitled
\nto 95% of the total voting power (in respect of the election of directors or
\nsimilar officials in the case of a non-corporation) of the then-outstanding
\nsecurities of the entity that would otherwise be the Surviving Corporation, then
\nthat beneficial owner will be the Surviving Corporation; or<\/p>\n

(iv) the stockholders of the Corporation approve a plan of complete
\nliquidation or dissolution of the Corporation.<\/p>\n

For purposes of the foregoing definition, “Subsidiary” means any corporation
\nor other entity in which the Corporation has a direct or indirect ownership
\ninterest of 50% or more of the total combined voting power of the then
\noutstanding securities or interests of such corporation or other entity entitled
\nto vote generally in the election of directors (or members of any similar
\ngoverning body) or in which the Corporation has the right to receive 50% or more
\nof the distribution of profits or 50% of the assets or liquidation or
\ndissolution.<\/p>\n<\/p>\n

– 4 –<\/p>\n<\/p>\n

\n

3.3 Disability<\/u>. The restrictions on Disposition of the RSUs set forth
\nin Section 2.1 hereof shall lapse and the RSUs shall vest on the first day for
\nwhich the Grantee receives long-term disability benefits under the Corporation153s
\nlong-term disability plan.<\/p>\n

3.4 Delayed Vesting<\/u>. Notwithstanding the foregoing provisions of this
\nSection 3, any vesting under this Agreement which would otherwise occur within
\none year from the Grant Date will be delayed until the one year anniversary of
\nthe Grant Date except in the case of vesting due to death, disability or as may
\nbe required by prior written contractual obligation.<\/p>\n

3.5 Covenants<\/u>. Grantee agrees to provide the Corporation with 90 days153
\nadvance written notice of any voluntary termination of Grantee153s employment with
\nthe Corporation. In the case of those terminations for which vesting is
\ncontingent upon compliance with this section, Grantee agrees that for the period
\ncommencing on the effective date of Grantee153s termination of employment until
\nthe one-year anniversary thereof (or, if earlier, until the date provided in
\nSection 3.1(a)), Grantee will not directly or indirectly (a) solicit or attempt
\nto solicit or induce, directly or indirectly, (i) any current or prospective
\nclient of the Corporation or an Affiliate known to Grantee, to initiate or
\ncontinue a client relationship with Grantee other than with the Corporation or
\nAffiliate or to terminate or reduce its client relationship with the Corporation
\nor Affiliate, or (ii) any employee of the Corporation or an Affiliate, to
\nterminate such employee153s employment relationship with the Corporation or
\nAffiliate in order to enter into a similar relationship with Grantee, or any
\nother person or any entity, or (b) compete against the Corporation or an
\nAffiliate in any capacity, whether as principal, agent, independent contractor,
\nemployee or otherwise, with any financial services industry company located
\nwithin 1,000 miles of Grantee153s primary location of employment with the
\nCorporation; provided, however, that the ownership of up to 5% of any class of
\nthe outstanding securities of any company the securities of which are listed on
\na national securities exchange (a “Public Company”) (including, for purposes of
\ncalculating such percentage, the voting securities owned by persons acting in
\nconcert with such person or otherwise constituting a “group” for purposes of
\nSection 13(d)(3) of the Securities Exchange Act of 1934) shall not be deemed a
\nviolation hereof provided that Grantee does not have an active role in the
\nmanagement of such Public Company. Grantee agrees to advise any person or entity
\nthat seeks to employ Grantee of the terms of these covenants.<\/p>\n

SECTION 4: Settlement<\/u><\/p>\n

4.1 Time of Settlement<\/u>. Vested RSUs shall be settled on the vesting
\ndate provided herein and in all events no later than two and one-half months
\nfollowing the end of the calendar year in which vesting occurs; provided,
\nhowever<\/em>, if Grantee is a “specified employee” under Section 409A of the
\nInternal Revenue Code of 1986, as amended, upon separation from service and such
\nsettlement is conditioned upon a separation from service and not compensation
\nGrantee could receive without separating from service, then settlement shall not
\nbe made until the first day following the six-month anniversary of the Grantee153s
\nseparation from service (or upon earlier death).<\/p>\n

4.2 Form of Settlement<\/u>. The RSUs shall be settled in the form of
\nCommon Stock delivered in book-entry form.<\/p>\n<\/p>\n

– 5 –<\/p>\n<\/p>\n

\n

4.3 Negative Discretion<\/u>. At any time on or prior to the settlement of
\nthe award, the Committee may, through the use of negative discretion, reduce or
\neliminate any and all amounts that would otherwise be payable as provided
\nherein.<\/p>\n

SECTION 5: Miscellaneous<\/u><\/p>\n

5.1 No Right to Employment<\/u>. Neither the award of RSUs nor anything
\nelse contained in this Agreement or the Plan shall be deemed to limit or
\nrestrict the right of the Corporation to terminate the Grantee153s employment at
\nany time, for any reason, with or without cause.<\/p>\n

5.2 Compliance with Laws<\/u>. Notwithstanding any other provision of this
\nAgreement, the Grantee hereby agrees to take any action, and consents to the
\ntaking of any action by the Corporation, with respect to the RSUs awarded
\nhereunder necessary to achieve compliance with applicable laws or regulations in
\neffect from time to time. Any determination in this connection by the Committee
\nshall be final, binding and conclusive. The Corporation shall in no event be
\nobligated to register any securities pursuant to the Securities Act of 1933 (as
\nthe same shall be in effect from time to time) or to take any other affirmative
\naction in order to cause the delivery of shares in book-entry form or otherwise
\ntherefore to comply with any law or regulation in effect from time to time. For
\nthe avoidance of doubt, the Grantee understands and agrees that if any payment
\nor other obligation under or arising from this Agreement, including without
\nlimitation dividend equivalent rights, or the Plan is in conflict with or is
\nrestricted by any U.S. federal, state or local or other applicable law
\n(including without limitation, any regulations and interpretations thereunder),
\nthen the Corporation may reduce, revoke, cancel, clawback or impose different
\nterms and conditions to the extent it deems necessary or appropriate, in its
\nsole discretion, to effect such compliance. If the Corporation determines that
\nit is necessary or appropriate for any payments under this Agreement to be
\ndelayed in order to avoid additional tax, interest and or penalties under
\nSection 409A of the Internal Revenue Code (the “Code”), then the payments would
\nnot be made before the date which is the first day following the six (6) month
\nanniversary of the date of the Grantee153s termination of employment (or upon
\nearlier death). For purposes of compliance with Section 409A of the Code,
\n(i) the definitions and requirements for Disability and Change in Control
\ncontained herein shall be interpreted in a manner compliant with the comparable
\ndefinitions of Section 409A of the Code and (ii) if and to the extent that any
\nspecified payment date included within Section 3.2 or 3.3 hereof may not be
\napplied in conformance with Section 409A of the Code then, subject to the
\nforegoing sentence, payments will be made as provided in Section 4.1 and 3.1(a).\n<\/p>\n

5.3 Plan Governs<\/u>. This is the Award Agreement referred to in
\nSection 2.3(b) of the Plan. To the extent that any written and effective offer
\nletter or employment agreement with the Grantee contains terms with respect to
\nvesting of RSUs that are more favorable than those contained herein, such terms
\nshall apply as if part of this Agreement, provided that<\/em> the Grantee has
\ncomplied with the terms of such offer letter and\/or employment agreement. In the
\nevent of any inconsistency between the provisions of this Agreement and the
\nPlan, the Plan shall govern. A copy of the Plan may be obtained from the
\nExecutive Compensation Division of the Corporation153s Human Resources Department.
\nNo amount of income received by the Grantee pursuant to the RSUs shall be
\nconsidered compensation for purposes of any pension or retirement plan,
\ninsurance plan or any other employee benefit plan of the Corporation.<\/p>\n

5.4 Liability for Breach<\/u>. The Grantee hereby indemnifies the
\nCorporation and holds it harmless from and against any and all damages or
\nliabilities incurred by the Corporation (including liabilities for attorneys153
\nfees and disbursements) arising out of any breach by the Grantee of this
\nAgreement, including, without limitation, any attempted Disposition in violation
\nof Section 2.1 hereof.<\/p>\n<\/p>\n

– 6 –<\/p>\n<\/p>\n

\n

5.5 Tax Withholding<\/u>. The Grantee shall be advised by the Corporation
\nas to the amount of any federal, state, local or foreign income or employment
\ntaxes required to be withheld on the compensation income resulting from the
\naward of, or lapse of restrictions on, the RSUs. The Grantee shall pay any taxes
\nrequired to be withheld directly to the Corporation in cash upon request;
\nprovided, however, that where the restrictions on Disposition set forth in
\nSection 2.1 hereof have lapsed the Grantee may satisfy such obligation in whole
\nor in part by requesting the Corporation in writing to withhold from the Common
\nStock otherwise deliverable to the Grantee or by delivering to the Corporation
\nshares of its Common Stock having a Fair Market Value, on the date the
\nrestrictions lapse equal to the amount of the aggregate minimum statutory
\nwithholding tax obligation to be so satisfied, in accordance with such rules as
\nthe Committee may prescribe. If the Grantee does not make such request, the
\nCorporation will automatically net unless it has previously requested payment in
\ncash. The Corporation153s obligation to issue or credit shares to the Grantee is
\ncontingent upon the Grantee153s satisfaction of an amount sufficient to satisfy
\nany federal, state, local or other withholding tax requirements, notwithstanding
\nthe lapse of the restrictions thereon.<\/p>\n

5.6 Forfeiture and Repayment<\/u>. If, directly or indirectly:<\/p>\n

(a) during the course of the Grantee153s employment with the Corporation, the
\nGrantee engages in conduct or it is discovered that the Grantee engaged in
\nconduct that is materially adverse to the interests of the Corporation,
\nincluding failures to comply with the Corporation153s rules or regulations, fraud,
\nor conduct contributing to any financial restatements or irregularities;<\/p>\n

(b) during the course of the Grantee153s employment with the Corporation and,
\nunless the Grantee has post-termination obligations or duties owed to the
\nCorporation or its Affiliates pursuant to an individual agreement set forth in
\nsubsection (d) below, for one year thereafter, the Grantee engages in
\nsolicitation and\/or diversion of customers or employees;<\/p>\n

(c) during the course of the Grantee153s employment with the Corporation, the
\nGrantee engages in competition with the Corporation or its Affiliates;<\/p>\n

(d) following termination of the Grantee153s employment with the Corporation
\nfor any reason, with or without cause, the Grantee violates any post-termination
\nobligations or duties owed to the Corporation or its Affiliates or any agreement
\nwith the Corporation or its Affiliates, including without limitation, any
\nemployment agreement, confidentiality agreement or other agreement restricting
\npost-employment conduct; or<\/p>\n

(e) any compensation otherwise payable or paid to Grantee is required to be
\nforfeited and\/or repaid to the Corporation pursuant to applicable regulatory
\nrequirements;<\/p>\n

the Corporation may cancel all or any portion of this award with respect to
\nthe RSUs subject to restrictions on Disposition and\/or require repayment of any
\nshares (or the value thereof) or amounts which were acquired from the award. The
\nCorporation shall have sole discretion to determine what constitutes such
\nconduct and\/or the application of regulatory requirements.<\/p>\n<\/p>\n

– 7 –<\/p>\n<\/p>\n

\n

5.7 Governing Law<\/u>. This Agreement shall be construed and enforced in
\naccordance with the laws of the State of New York, other than any choice of law
\nprovisions calling for the application of laws of another jurisdiction.<\/p>\n

5.8 Severability<\/u>. The provisions of this Agreement are severable and
\nif any one or more provisions are determined to be illegal or otherwise
\nunenforceable, in whole or in part, the remaining provisions shall nevertheless
\nbe binding and enforceable.<\/p>\n

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
\nGrant Date.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

THE BANK OF NEW YORK MELLON<\/p>\n

CORPORATION<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

[Name\/Title]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

GRANTEE<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

[Name]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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