Common use of Exceptions to Employment Condition Clause in Contracts

Exceptions to Employment Condition. Notwithstanding Section 4.1(c), if the Grantee’s termination of employment occurs prior to the end of the Performance Period by reason of (i) Grantee’s death, (ii) Grantee’s disability (covered by a long-term disability plan of the Corporation or an Affiliate then in effect), (iii) Grantee’s termination of employment by the Corporation “without cause” as defined in the Plan, on or after March 10, 2009, (iv) Grantee’s termination on or after Grantee’s attainment of age 55 and before Grantee’s attainment of age 60, with ten years of credited employment with the Corporation or an Affiliate or predecessor thereof, (v) Grantee’s termination on or after Grantee’s attainment of age 60 or (vi) sale of a business unit or subsidiary of the Corporation by which Grantee is employed, then Grantee shall be entitled to a pro-rata derestriction of the Restricted Stock and a pro-rata issuance of shares (or payment of cash) pursuant to the Other Stock-Based Award (rounded down to the nearest whole share), equal to the number of shares (or amount of cash) the Grantee would have received if he or she had remained employed through the last day of the Performance Period, multiplied by a fraction equal to the number of whole months of employment completed during the Performance Period divided by 36 months, contingent upon the extent to which the performance criteria is satisfied for such Performance Period. In the event the Grantee is entitled to a pro-rata derestriction or issuance as set forth in this Section 4.1(d), the timing of such derestriction or issuance shall be in accordance with Sections 3.3 and 4.1(e), respectively.

Exceptions to Employment Condition. Notwithstanding Section 4.1(c), if the Grantee’s termination of employment occurs prior to the end of the Performance Period by reason of (i) Grantee’s death, (ii) Grantee’s disability (covered by a long-term disability plan of the Corporation or an Affiliate then in effect), (iii) Grantee’s termination of employment by the Corporation without “without cause” Cause”, as defined in that certain Change in Control Agreement between the PlanCorporation and the Grantee effective February 1, on or after March 101997, 2009as amended, (iv) Grantee’s termination on or after Grantee’s attainment of age 55 and before Grantee’s attainment of age 60, with ten years of credited employment with the Corporation or an Affiliate or predecessor thereof, (v) Grantee’s retirement with the consent of the Corporation, (vi) Grantee’s termination of his employment for constructive discharge, as was defined in Grantee’s employment agreement with Mellon Financial Corporation dated February 1, 2004, as amended on or after Grantee’s attainment of age 60 about December 22, 2006, or (vivii) sale of a business unit or subsidiary of the Corporation by which Grantee is employed, then Grantee shall be entitled to a pro-rata or other derestriction of the Restricted Stock and a pro-rata or other issuance of shares (or payment of cash) pursuant to the Other Stock-Based Award (rounded down to the nearest whole share), as set forth in the following sentence. In the case of a termination of employment pursuant to subclauses (i), (ii), (iv) or (vii), the pro-rata derestriction and issuance shall be equal to the number of shares (or amount of cash) the Grantee would have received if he or she had remained employed through the last day of the Performance Period, multiplied by a fraction equal to the number of whole months of employment completed during the Performance Period divided by 36 months, or in the case of a termination of employment pursuant to subclauses (iii), (v) or (vi), the derestriction and issuance shall be equal to all of the shares of Restricted Stock and shares represented by the Other Stock-Based Award, in either case contingent upon the extent to which the performance criteria is satisfied for such Performance Period. In the event the Grantee is entitled to a pro-rata or other derestriction or issuance as set forth in this Section 4.1(d), the timing of such derestriction or issuance shall be in accordance with Sections 3.3 and 4.1(e), respectively.

Exceptions to Employment Condition. Notwithstanding Section 4.1(c), if the Grantee’s termination of employment occurs prior to the end of the Performance Period by reason of (i) Grantee’s death, (ii) Grantee’s disability (covered by a long-term disability plan of the Corporation or an Affiliate affiliate then in effect), (iii) Grantee’s termination of employment by the Corporation without “without causeCause”, as defined in Section 3(d) of Grantee’s Transition Agreement with The Bank of New York Company, Inc. dated June 25, 2007 (the “Transition Agreement”), (iv) Grantee’s termination of employment by Grantee for “Good Reason,” as defined in Section 3(d) of the Plan, Transition Agreement on or after March 10before June 30, 20092010, (ivv) Grantee’s termination of employment pursuant to the terms and conditions of the Special Termination Right, as such term is defined in the Transition Agreement, after June 30, 2010, (vi) Grantee’s termination on or after Grantee’s attainment of age 55 and before Grantee’s attainment of age 60, with ten years of credited employment with the Corporation or an Affiliate affiliate or predecessor thereof, (vvii) Grantee’s termination on or after Grantee’s attainment of age 60 60, or (viviii) sale of a business unit or subsidiary of the Corporation by which Grantee is employed, then Grantee shall be entitled to a pro-rata derestriction of the Restricted Stock Performance Shares and a pro-rata issuance of shares (or payment of cash) pursuant to the Other Stock-Based Award Performance Share Units (rounded down to the nearest whole share), equal to the number of shares (or amount of cash) the Grantee would have received if he or she had remained employed through the last day of the Performance Period, multiplied by a fraction equal to the number of whole months of employment completed during the Performance Period divided by 36 months, contingent upon the extent to which the performance criteria is satisfied for such Performance Period. In the event the Grantee is entitled to a pro-rata derestriction or issuance as set forth in this Section 4.1(d), the timing of such derestriction or issuance shall be in accordance with Sections 3.3 and 4.1(e), respectively.

Exceptions to Employment Condition. Notwithstanding Section 4.1(c), if the Grantee’s termination of employment occurs prior to the end of the Performance Period by reason of (i) Grantee’s death, (ii) Grantee’s disability (covered by a long-term disability plan of the Corporation or an Affiliate affiliate then in effect), (iii) Grantee’s termination of employment by the Corporation without “without cause” Cause”, as defined in Section 4(e) of Grantee’s Service Agreement with The Bank of New York Company, Inc. dated June 25, 2007 (the Plan, on or after March 10, 2009“Service Agreement”), (iv) Grantee’s termination on or after Grantee’s attainment of age 55 and before Grantee’s attainment of age 60, with ten years of credited employment with the Corporation or an Affiliate affiliate or predecessor thereof, (v) Grantee’s termination on or after Grantee’s attainment of age 60 60, (vi) Grantee’s retirement prior to January 1, 2009 with the consent of the Corporation, or (vivii) sale of a business unit or subsidiary of the Corporation by which Grantee is employed, then Grantee shall be entitled to a pro-rata derestriction of the Restricted Stock Performance Shares and a pro-rata issuance of shares (or payment of cash) pursuant to the Other Stock-Based Award Performance Share Units (rounded down to the nearest whole share), as set forth in the following sentence. In the case of a termination of employment pursuant to subclauses (i), (ii), (iii), (iv), (v) or (vii), the pro-rata derestriction and issuance shall be equal to the number of shares (or amount of cash) the Grantee would have received if he or she had remained employed through the last day of the Performance Period, multiplied by a fraction equal to the number of whole months of employment completed during the Performance Period divided by 36 months, and in the case of a termination of employment pursuant to subclause (vi), the derestriction and issuance shall be equal to 1/3 of the Performance Shares and Performance Share Units, in either case contingent upon the extent to which the performance criteria is satisfied for such Performance Period. In the event the Grantee is entitled to a pro-rata or other derestriction or issuance as set forth in this Section 4.1(d), the timing of such derestriction or issuance shall be in accordance with Sections 3.3 and 4.1(e), respectively.

Exceptions to Employment Condition. Notwithstanding Section 4.1(c), if the Grantee’s termination of employment occurs prior to the end of the Performance Period by reason of (i) Grantee’s death, (ii) Grantee’s disability (covered by a long-term disability plan of the Corporation or an Affiliate then in effect), (iii) Grantee’s termination of employment by the Corporation without “without cause” Cause”, as defined in that certain Change in Control Agreement between the PlanCorporation and the Grantee effective February 13, 2006, as amended, on or after March 10before February 13, 2009, (iv) Grantee’s termination on or after Grantee’s attainment of age 55 and before Grantee’s attainment of age 60, with ten years of credited employment with the Corporation or an Affiliate or predecessor thereof, (v) Grantee’s termination on or after Grantee’s attainment of age 60 60, (vi) Grantee’s termination of employment by the Corporation “without cause” as defined in the Plan, on or after March 10, 2009 or (vivii) sale of a business unit or subsidiary of the Corporation by which Grantee is employed, then Grantee shall be entitled to a pro-rata derestriction of the Restricted Stock and a pro-rata issuance of shares (or payment of cash) pursuant to the Other Stock-Based Award (rounded down to the nearest whole share), equal to the number of shares (or amount of cash) the Grantee would have received if he or she had remained employed through the last day of the Performance Period, multiplied by a fraction equal to the number of whole months of employment completed during the Performance Period divided by 36 months, contingent upon the extent to which the performance criteria is satisfied for such Performance Period. In the event the Grantee is entitled to a pro-rata derestriction or issuance as set forth in this Section 4.1(d), the timing of such derestriction or issuance shall be in accordance with Sections 3.3 and 4.1(e), respectively.