Exhibit 10.2
G E N E R A
L R E L E A S E
GENERAL RELEASE (this “
Release ”) by Bruce Van Saun (“ you
”) in favor of The Bank of New York Mellon Corporation (the
“ Company ”), its subsidiaries, affiliates, and
all of their officers, directors, employees, shareholders,
attorneys and agents and their predecessors, successors and
assigns, individually and in their official capacities (together,
the “ Released Parties ”).
WHEREAS, you have been employed as a
Vice Chairman of the Company; and
WHEREAS, you are seeking payments
under your Transition Agreement, dated June 25, 2007 (as the
same may have been amended from time to time, the “
Transition Agreement ”), with the Company that are
conditioned on the effectiveness of this Release.
NOW, THEREFORE, in consideration of
the covenants and agreements hereinafter set forth, the parties
agree as follows:
1. General Release . You, for
yourself and for your heirs, executors, administrators, successors
and assigns, knowingly and voluntarily forever waive, terminate,
cancel, release and discharge the Released Parties from and against
any and all legally waivable claims, causes of action, allegations,
rights, obligations, liabilities or charges (collectively, “
Claims ”) that you (or your heirs, executors,
administrators, successors and assigns) have or may have, whether
known or unknown, by reason of any matter, cause or thing occurring
at any time before and including the date of this Release,
including, without limitation, claims for compensation or bonuses
(including, without limitation, any claim for an award under any
compensation plan or arrangement); breach of contract; tort;
wrongful, abusive, unfair, constructive or unlawful discharge or
dismissal; impairment of economic opportunity defamation; age and
national origin discrimination; sexual harassment; back pay; front
pay; benefits; attorneys’ fees; whistleblower claims;
emotional distress; intentional infliction of emotional distress;
assault; battery; pain and suffering; punitive or exemplary
damages; violations of the Equal Pay Act, Title VII of the Civil
Rights Act of 1964, the Civil Rights Act of 1991, the Age
Discrimination in Employment Act of 1967 (“ ADEA
”), the Americans with Disabilities Act of 1991, the Employee
Retirement Income Security Act, the Older Workers Benefit
Protection Act of 1990, the Sarbanes-Oxley Act of 2002, the Worker
Adjustment and Retraining Notification Act of 1989, the Family and
Medical Leave Act of 1993, the New York State and New York City
anti-discrimination laws, including all amendments to any of the
aforementioned acts; and violations of any other federal, state, or
municipal fair employment statutes or laws, including, without
limitation, violations of any other law, rule, regulation or
ordinance pertaining to employment, wages, compensation, hours
worked, or any other matters related in any way to your employment
with the Company and its affiliates (and their respective
predecessors) or the termination of that employment. In addition,
in consideration of the provisions of this Release, you further
agree to waive any and all rights under the laws of any
jurisdiction
in the United States or any other country that
limit a general release to those claims that are known or suspected
to exist in your favor as of the Effective Release Date (as defined
below). You also understand you are releasing any rights or claims
concerning bonus(es) and any award(s) or grant(s) under any
incentive compensation plan or program, except as specifically set
forth in the Transition Agreement.
2. Surviving Claims .
Notwithstanding anything herein to the contrary, this Release shall
not:
(a) release any Claims relating to
the payments and benefits set forth in the Transition
Agreement;
(b) release any Claims arising after
the date of this Release;
(c) limit or prohibit in any way
your (or your beneficiaries’ or legal representatives’)
ability to bring an action to enforce the terms of this
Release;
(d) release the Company’s
oblig