2003 Long-Term Incentive Plan Stock Option Agreement



 Exhibit 10.9 
 

 
 FORM OF THE BANK OF NEW YORK COMPANY, INC. 
 2003 LONG-TERM INCENTIVE PLAN 
 STOCK OPTION AGREEMENT 
 To: 
 Pursuant to the 2003 Long-Term Incentive Plan of
the Bank of New York Company, Inc. (“Plan”), you have been granted a non-statutory stock option to purchase shares of Common Stock upon the following terms and conditions and the terms and conditions of the Plan (“Option”).

  

					
	 Grant Date
	 	 # of Option Shares Granted
	 	 Exercise Price

	April 2, 2007	 		 	$40.41

 The Option will vest over three years with one-third of the shares (in whole numbers) underlying
the Option vesting on each anniversary of the Option’s grant date. 
 A copy of the Plan is available to you through The Bank of New
York Employee Stock Plan Website (www.bnymystock.com/bny). Unless defined herein, capitalized terms used herein shall be as defined in the Plan. 
 1. Your right to exercise the vested portion of the Option shall expire ten years from the Grant Date; provided, however, in the event your employment with the Company and its subsidiaries shall cease for any reason prior to the tenth
anniversary of the Grant Date, your right to exercise such vested portion of the Option may expire at an earlier date, as provided in Paragraph 3 herein (“Option Termination Date”). 
 2. The Option may be exercised in whole at any time or in part from time to time as specified above. 







 3. In the event your employment with the Company and its subsidiaries is terminated prior to the tenth
anniversary of the Grant Date, your right to exercise the Option shall expire as of the applicable time period specified below, measured from the date of such termination: 
  

			
	 Reason for Termination
	 	 Applicable Time Period

	 Voluntary
	 	Must be Exercised by Termination Date*
		
	 Cause
	 	Must be Exercised by Termination Date*
		
	 Disability
	 	3 years
		
	 Retirement (at or after age 55)
	 	5 years
		
	 Death
	 	3 years
		
	 Other with Termination Agreement
	 	3 years
		
	 Other
	 	3 months*



	*	Option Shares not vested at Termination Date shall be forfeited. 

 For
purposes of this Option only, your employment termination date for Disability is the date on which you become disabled, as determined in accordance with Code Section 409A and are eligible to receive benefits under the Company’s Long-Term
Disability Plan as in effect from time to time. 
 4. In the event you terminate due to your (i) Retirement (at or after age 55),
(ii) Disability or (iii) death, or with a termination agreement accompanied by a general employment release acceptable to the Company (together, a “Termination Agreement”), a pro-rata portion of all of the shares under your
Option (based on a fraction the numerator of which shall be the number of full months that have elapsed from January 1, 2007 through your Termination Date, up to a maximum of 36, and the denominator of which shall be 36), including those shares
previously exercisable, shall become exercisable and the remainder of the shares under your Option shall be cancelled. In no event shall any shares vested under your Option become exercisable prior to one year after the Option’s grant date.

 5. You may direct the exercise of the Option through The Bank of New York Employee Stock Plan Website or telephone call center
(800-510-2654) or by delivering to the Plan Administrator written direction thereof, including in any such direction the number of shares to be exercised. Payment of the option price upon exercise of the Option shall accompany such direction and
shall be made in cash and/or shares of Common Stock in accordance with procedures established by the Committee. Exercise of the Option shall take effect on the date the direction and payment are actually received by the Plan Administrator.

 6. After an Option is exercised, the Company shall cause to be issued to you, subject to Paragraph 7, the number of shares of Common Stock
with respect to which the Option has been exercised. 
 7. You agree that, upon exercise of the Option with respect to all or any portion of
the Option Shares, you shall pay to the Company the appropriate amount of taxes due for withholding purposes as a result of such exercise or, in accordance with procedures established by the Committee, permit the Company to retain shares of Common
Stock from you to fulfill such withholding liability. 







 8. In the event you fail to comply with any rules or regulations the Company establishes with respect to
its businesses (including the Company’s Code of Conduct Policy and Procedures), the Company may cancel or revoke all or any portion of this Option with respect to the shares not yet exercised. The Company shall have sole discretion to determine
what constitutes such a failure. 
 9. This Option may be transferred by you to one or more immediate family members or to trusts established
in whole or in part for your benefit and/or the benefit of one or more of your immediate family members. For this purpose, (i) the term “immediate family” shall mean your spouse and issue (including adopted and step children) and
(ii) the phrase “immediate family members and trusts established in whole or in part for your benefit and/or the benefit of one or more of your immediate family members” shall be further limited, if necessary, so that neither the
transfer of the Option to such immediate family member or trust, nor your ability to make such a transfer, shall have adverse consequences to you or the Company under the Internal Revenue Code. In making any such transfer, you and the transferee
shall execute any additional agreements as may be required by the Committee. 
 10. These terms and conditions (a) shall be binding upon
and inure to the benefit of any successor of the Company and any transferee of the Option pursuant to Paragraph 9, (b) shall be governed by the laws of the State of New York without regard to any choice of law provisions thereof and
(c) may not be amended except in writing. This grant shall in no way affect your participation or benefits under any other plan or program maintained or provided by the Company. All actions and proceedings relating to or arising, directly or
indirectly, from this Option shall be litigated in courts located within the City and State of New York. You further hereby waive trial by jury in any judicial proceeding involving, directly or indirectly, any matter (whether sounding in tort,
contract or otherwise) in any way arising out of, related to, or connected with this Option. In the event of a conflict between these terms and conditions and the Plan, the Plan shall govern provided, however, that in all events the Plan and
these terms and conditions shall be interpreted and administered in accordance with the provisions of Code Section 409A, to the extent applicable to the Plan and your Option Grant. 
 Please indicate your acceptance hereof by signing and returning the enclosed copy of this Agreement. 
  

			
	Sincerely,
	
	THE BANK OF NEW YORK COMPANY, INC.
		
	By:	 	  

	Title:	 	Vice Chairman and General Counsel


 I accept and agree to the terms of this Agreement 
  

					
	 	  	 	  	 
	(Signature)	  	(Print Name)	  	(Date)