Participant. Notwithstanding the foregoing sentence, the Committee shall have the authority, in its discretion, to determine that the obligation of the Corporation shall be paid in cash, shares
of Common Stock or any combination thereof.
7.2
Terms of Deferred Stock Units
. Deferred stock units shall be granted upon such terms
as the Committee shall determine, subject to any minimum vesting requirement applicable to restricted stock units. Except as otherwise provided by the Committee, a deferred stock unit shall entitle the Participant to receive dividend equivalents
payable no earlier than the date payment is elected for the deferred stock unit. Dividend equivalents shall be calculated on the number of shares covered by the deferred stock unit as soon as practicable after the date dividends are payable on the
Common Stock.
VIII.
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Other Stock-Based Awards and Cash Awards
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8.1
Grant of Other Stock-Based Awards
. The Committee shall have the authority in its discretion to grant to eligible Participants such
other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of Common Stock as deemed by the Committee to be consistent with the purposes of the Plan, including, without
limitation, purchase rights, shares awarded without restrictions or conditions, or securities or other rights convertible or exchangeable into shares of Common Stock. Other stock-based awards, excepting purchase rights, may include the right to
receive dividends or dividend equivalents, as the case may be, on a current, reinvested and/or restricted basis; provided that no dividends or dividend equivalents will be paid at a time when the Restricted Period applies to any Award granted under
this Section 8.1 and will revert back to the Corporation if the applicable restrictions, limitations and conditions are not satisfied.
8.2
Terms of Other Stock-Based Awards
. The Committee shall determine the terms and conditions, if any, of any other stock-based awards made
under the Plan, including the achievement of Performance Goals and/or based upon Performance Criteria, subject to any minimum vesting requirements applicable to restricted stock units or restricted stock, as applicable. Other stock-based awards may
be granted alone, in addition to or in tandem with other Awards granted under the Plan and/or awards made outside of the Plan. Shares of Common Stock or securities delivered pursuant to a purchase right granted under this Section 8 shall be
purchased for such consideration, paid for by such methods and in such forms, including, without limitation, cash, shares of Common Stock, or other property or any combination thereof, as the Committee shall determine, but the value of such
consideration shall not be less than the Fair Market Value of such shares of Common Stock or other securities on the date of grant of such purchase right. The exercise of the purchase right shall not be deemed to occur, and no shares of Common Stock
or other securities will be issued by the Corporation upon exercise of a purchase right, until the Corporation has received payment in full of the exercise price.
8.3
Grant of Cash Awards
. The Committee shall have the authority in its discretion to grant to eligible Participants such cash awards
(including, without limitation,
Non-Employee
Director retainers, leadership, committee and meeting-based fees) as deemed by the Committee to be consistent with the purposes of the Plan. Cash awards granted
under the Plan may be in such amounts and subject to such terms and conditions as the Committee may determine.
8.4
Terms of Cash
Awards
. Cash awards (other than
Non-Employee
Director retainers, leadership, committee and meeting-based fees) granted under the Plan shall be subject to the achievement of Performance Goals and based upon
such Performance Criteria set forth in Section 6.2(a) as determined by the Committee, and further subject to the individual limitation provided in Section 2.5. Following completion of the applicable Performance Period, and prior to any
payment of a cash award to the Participant, the Committee shall determine in accordance with the terms of the Award whether the applicable Performance Goal(s) were achieved, or the level of such achievement, and the amount, if any, earned by the
Participant based upon such performance. Except as otherwise expressly provided to the contrary in the applicable Award Agreement or as otherwise required by applicable law, to be entitled to receive payment for a cash award, a Participant must
remain in the employment of the Corporation or an Affiliate through the date of payment. Payment of cash awards shall be made during the two and
one-half
months following the end of the calendar year in which
vesting occurs.
IX.
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Adjustment and Substitution of Shares
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In the event of any change in the outstanding Common Stock of the Corporation by reason of a stock split, stock dividend, exchange, combination or reclassification of
shares, recapitalization, merger,
spin-off,
split-off,
split-up,
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102
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BNY Mellon
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2019 Proxy Statement
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