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BK » Topics » Special Equity Awards Granted Following the Merger

This excerpt taken from the BK DEF 14A filed Mar 14, 2008.
Special Equity Awards Granted Following the Merger
 
Effective July 23, 2007, the committee granted to the named executives various special equity awards relating to the merger. The new committee approved these awards on the basis of recommendations of the committees of Mellon and Bank of New York before the merger. The following table sets forth the details relating to these awards. Additional details relating to these awards are included in the “Grants of Plan-Based Awards Table” and the “Outstanding Equity Awards at Fiscal Year-End” table below.
 
             
Award
 
Recipients
 
Type of Award
 
Primary Objective
 
Team Equity Incentive Awards
  Messrs. Van Saun and O’Hanley   Restricted Stock Units (award value of $4,250,000) and Restricted Stock (award value of $7,575,000)   To retain key executives and create incentives for them to collaborate to increase the value of our stock. In the case of Mr. O’Hanley, his team equity incentive award was also made as part of the consideration for his agreeing to waive certain of his change in control rights in connection with the merger.
Special Stock Option Award
  Mr. Elliott   Stock Options (award of 470,000 options)   To retain Mr. Elliott during the integration process and create a special incentive for him to increase the value of our stock.


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Table of Contents

             
Award
 
Recipients
 
Type of Award
 
Primary Objective
 
Replacement Equity Awards
  Messrs. Renyi, Hassell and Van Saun   Restricted Stock and Stock Options (see “Grants of Plan-Based Awards Table” below for award values)   To replace performance share units that were originally granted to Messrs. Renyi, Hassell and Van Saun by the Bank of New York compensation committee in March 2006 and that were still outstanding at the time of the merger, the new committee took the following actions recommended by the Bank of New York compensation committee: (1) The performance period that covered 2006-2007 was earned based on performance through June 30, 2007 and the earned shares were replaced with restricted stock units of Bank of New York Mellon, and (2) the performance period that covered 2006-2008 was deemed half earned based on performance through June 30, 2007 and half the shares for that performance period were earned and replaced with restricted stock units of Bank of New York Mellon with the remaining unearned half replaced with a combination of Bank of New York Mellon restricted stock units and stock options.
Replacement Equity Awards
  Messrs. Kelly, Elliott and O’Hanley   Restricted Stock and Stock Options (see “Grants of Plan-Based Awards Table” below for award values)   To replace certain performance share grants previously awarded to the named executives by Mellon, which were terminated in accordance with their original terms as a result of the merger. These awards were given in order to provide the executives the opportunity to earn that which could not be earned as a result of the early termination of the performance period.
 
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