General Release of Torry Berntsen



 Exhibit 10.156 
 G E N E R A L   R E L E A S E 
 GENERAL
RELEASE (this “Release”) by Torry Berntsen (“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 Senior Executive Vice President of the Company; 
 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; and 
 WHEREAS, the Company has agreed to provide you with the additional payment and the waiver of the non-competition provision of your Transition Agreement, in each case, under the terms and conditions set forth below. 
 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 except as set forth in the Transition Agreement;
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 or otherwise noted herein; 
 (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 obligations to you as a past, present, or future customer or client of
the Company or its affiliates; 
 (e) release any claim for employee benefits under plans covered by the Employee Retirement
Income Security Act of 1974, as amended, or other vested benefits to the extent that such claims may not lawfully be waived or for any payments or benefits under any plans of the Company that have vested according to the terms of those plans;

 (f) release any claims for indemnification in accordance with applicable laws and the corporate governance documents of the
Company including any right to contribution, in accordance with their terms as in effect from time to time or pursuant to any applicable directors and officers insurance policy with respect to any liability incurred by you as an officer or director
of the Company or any right you may have to obtain contribution as permitted by law in the event of entry of judgment. The Claims that are not released pursuant to this Section 2 are collectively referred to as the “Surviving
Claims.” 
 3. Additional Representations and Covenants. You represent and warrant that you have not filed any
civil action, suit, arbitration, administrative charge, or legal proceeding against any Released Party nor have you assigned, pledged, or hypothecated as of the Effective Release Date your claim to any person and no other person has an interest in
the claims that you are releasing. You also agree that should any person or entity file or cause to be filed any civil action, suit, arbitration, administrative charge or other legal proceeding seeking equitable or monetary relief concerning any
claim released by you herein, you shall not seek or accept any personal relief from or as the result of such civil action, suit, arbitration, administrative charge or other legal proceeding. 
  

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 4. Your Acknowledgements. You acknowledge and agree that you have read this Release
in its entirety and that, except for the Surviving Claims, this Release is a general release of all known and unknown claims, including, without limitation, to rights and claims arising under ADEA. You further acknowledge and agree that: 

(a) this Release does not release, waive or discharge any rights or claims that may arise for actions or omissions after the date of this
Release; 
 (b) you are entering into this Release and releasing, waiving and discharging rights or claims only in exchange for
consideration which you are not already entitled to receive; 
 (c) you have been advised, and are being advised by this
Release, to consult with an attorney before executing this Release, and you acknowledge that you have consulted with counsel of your choice concerning the terms and conditions of this Release; 
 (d) you have been advised, and are being advised by this Release, that you have 21 days within which to consider this Release; 

(e) you are aware that this Release shall become null and void if you revoke your agreement to this Release within 7 days following the
date of execution and delivery of this Release. You may revoke this Release at any time during such 7-day period by delivering (or causing to be delivered) to the Company’s Director of Human Resources a written notice of your revocation of this
Release. In the event that the 7th day following the date you sign this Release falls on a Saturday, Sunday or legal holiday, you will have until 5:00 p.m. on the next business day to deliver your written notice of revocation. You expressly
understand and agree that if you do not sign this Release, or if you revoke it within this 7-day period, you are not entitled to, and will not receive, any of the payments or benefits provided for under the Transition Agreement or otherwise noted
herein; and 
 (f) this Release shall become effective and irrevocable on the 8th day following the day on which you have signed
it, unless you have revoked it as provided in Paragraph 4(e) above (“Effective Release Date”). 
 5.
Additional Agreements. 
 (a) You acknowledge and represent that you have returned or will return prior to the Effective
Release Date, all Company-owned property, including but not limited to, all documents and records, materials, policies, procedures, forms and documents, identification cards, credit cards, telephone cards, files, memoranda, keys and other equipment
and/or supplies in your possession, custody or control and all copies thereof, that you have retained no such item in your possession, custody or control, and you understand that the Company has relied upon your representation and that the return of
such property is an express condition of your Transition Agreement and this Release. You may retain all benefits-related documents pertaining to you. 
  

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 (b) Subject to your executing and not revoking this Release prior to the end of the
applicable revocation period, the Company will: (a) waive your compliance with Section 3(b)(i) of the Transition Agreement, (b) pay you $350,000 in addition to those payments and benefits to which you may be entitled to receive under
the Transition Agreement and concurrent with those payments otherwise due to you under Section 3(a)(i) and (ii) of the Transition Agreement, and (c) allow you to retain your appointment as a representative of BNY Mellon on the board
of directors of Private Export Funding Corporation, with such appointment immediately terminable upon notice to you from BNY Mellon. 
 6. Governing Law. To the extent not subject to federal law, this Release will be governed by and construed in accordance with the law of the State of New York applicable to contracts made and to be performed entirely within that
state. 
 7. Captions; Section Headings. Captions and section headings used herein are for convenience only and are not a
part of this Release and shall not be used in construing it. 
 8. Facsimile Signature. Any signature on this Release,
delivered by facsimile transmission shall be deemed to be an original signature thereto. 
  

					
	 August 6, 2009
	 		 	 /s/    Torry Berntsen

	Date	 		 	Torry Berntsen

  

			
	STATE OF	  	)
		  	)ss.:
	COUNTY OF	  	)

 On this
6th day of August, before me personally came Torry
Berntsen to me known and known to me to be the person described in and who executed the foregoing General Release and he duly acknowledged to me that he executed the same. 
  

			
	 /s/    Anthon Zaccaria
	 	
	Notary Public	 	


  

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