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NEW YORK STOCK EXCHANGE AND SUBSIDIARY COMPANIES SUPPLEMENTAL EXECUTIVE SAVINGS PLAN

Addendum or Modifications

NEW YORK STOCK EXCHANGE AND SUBSIDIARY COMPANIES SUPPLEMENTAL EXECUTIVE SAVINGS PLAN | Document Parties: NEW YORK STOCK EXCHANGE LLC | New York Stock Exchange, Inc | Securities Industry Automation Corporation You are currently viewing:
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NEW YORK STOCK EXCHANGE LLC | New York Stock Exchange, Inc | Securities Industry Automation Corporation

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Title: NEW YORK STOCK EXCHANGE AND SUBSIDIARY COMPANIES SUPPLEMENTAL EXECUTIVE SAVINGS PLAN
Governing Law: New York     Date: 2/27/2009
Industry: Investment Services     Sector: Financial

NEW YORK STOCK EXCHANGE AND SUBSIDIARY COMPANIES SUPPLEMENTAL EXECUTIVE SAVINGS PLAN, Parties: new york stock exchange llc , new york stock exchange  inc , securities industry automation corporation
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Exhibit 10.53

Execution Copy

NEW YORK STOCK EXCHANGE AND SUBSIDIARY COMPANIES

SUPPLEMENTAL EXECUTIVE SAVINGS PLAN

(Formerly, the New York Stock Exchange, Inc.

Supplemental Executive Savings Plan)

Amended and Restated

Effective as of January 1, 2008


New York Stock Exchange and Subsidiary Companies

Supplemental Executive Savings Plan

(Formerly, the New York Stock Exchange, Inc.

Supplemental Executive Savings Plan)

 

1.

Introduction .

(a) Background; Purpose of Plan . The New York Stock Exchange, Inc. Supplemental Executive Savings Plan (“Plan”) was adopted effective as of September 7, 1989 in order to provide deferred compensation to a select group of management or highly compensated employees. The Plan was subsequently amended and restated effective as of August 1, 1997 to form three (3) separate plans (Plans A, B and C) that were encompassed within the same plan document. The Plan was amended and restated effective as of January 1, 2005 to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The Plan was subsequently amended effective January 1, 2007 to provide for a unified, single plan structure going forward.

The Plan, as set forth herein, is amended and restated effective as of January 1, 2008, in order to reflect the merger of the Securities Industry Automation Corporation Supplemental Executive Savings Plan (“SIAC SESP”) with and into the Plan effective as of such date. In addition, effective as of January 1, 2008, the Plan has been re-named to be the “New York Stock Exchange and Subsidiary Companies Supplemental Executive Savings Plan.” The benefits of any participant in the SIAC SESP who does not perform an “Hour of Service,” as defined in the New York Stock Exchange and Subsidiary Companies Employee Savings Plan, on or after January 1, 2008 shall be governed by the provisions of the SIAC SESP which covered such participant and was in effect on the date that the participant terminated employment. The accounts of individuals who were participants in the SIAC SESP on December 31, 2007 will be transferred to the Plan effective as of January 1, 2008 as part of the plan merger. These accounts will be maintained under the Plan in accordance with the terms and provisions set forth herein.

The purpose of the Plan continues to be to provide deferred compensation to a select group of management or highly compensated employees of NYSE Group, Inc. and subsidiaries that have adopted the Plan.

(b) Section 409A of the Code . As indicated above, the Plan was amended and restated effective as of January 1, 2005, to comply with Section 409A of the Code. As part of the restatement, the Plan was bifurcated into grandfathered and non-grandfathered component plans. Deferrals made prior to January 1, 2005 and earnings thereon are grandfathered for purposes of Section 409A of the Code and governed by the terms and conditions of the Plan in effect prior to the January 1, 2005 restatement, which is referred to as the “Grandfathered Plan.” Deferrals made on and after January 1, 2005 and earnings thereon are not grandfathered for purposes of Section 409A of the Code and are governed by the terms and conditions of the Plan as amended and restated effective as of January 1, 2005 and as may be amended thereafter. Recordkeeping for the Grandfathered Plan and the Plan is done separately.


This Plan is intended to comply with the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. To the extent that any payment or benefit hereunder is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code, including all regulations, whether proposed or final, or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto.

 

2.

Definitions . For purposes of this Plan, the following definitions apply:

(a) “Account” means, to the extent applicable, a Participant’s Supplemental Account, Special RAP Contributions Account and SIAC SESP Grandfathered Account.

(b) “Active Participant” means a Participant who is currently having book entry contributions made to one of his Accounts hereunder.

(c) “Adopting Subsidiary” means any Subsidiary, while such a Subsidiary, that has adopted and participates in the Savings Plan, and which adopts the Plan as a participating employer with the approval of the Board.

(d) “Annual Bonus” means the portion of the discretionary annual bonus payable to an Employee in cash, if not deferred under the Plan.

(e) “Beneficiary” means, unless otherwise specified by the Participant in a written election filed with the Committee upon such form and in such manner as specified by the Committee, the person or persons (if any) effectively designated by the Participant under the Savings Plan (or otherwise determined under the terms of the Savings Plan if no such designation is made) to receive his benefits under the Savings Plan in the event of the Participant’s death. In the event that two (2) or more persons are the Participant’s Beneficiary under the Savings Plan, then each such person shall be entitled to receive payment under this Plan in the same proportion as the proportion of benefits such person is entitled to receive under the Savings Plan, provided, however, that if any such person has been designated under the Savings Plan to receive a stated dollar amount, then such amount shall be paid from this Plan (in the priority order set forth below) only to the extent that the Participant’s accounts in the Savings Plan are insufficient to pay such amount consistent with the provisions of the Savings Plan. To the extent applicable with respect to a Participant who participated in Plan A, B, and C, amounts paid from this Plan pursuant to the foregoing sentence shall be paid first from Plan A, and to the extent the funds held under Plan A are insufficient, from Plan B, and to the extent the funds held under Plan B are insufficient, from Plan C. Such person or persons designated under the Savings Plan to receive a stated dollar amount shall be otherwise disregarded in determining benefit allocations under this Plan among persons who are the Participant’s Beneficiary.

(f) “Board” means the Board of Directors of NYSE Group, Inc.

(g) “Code” means the Internal Revenue Code of 1986, as amended. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.


(h) “Committee” means the Committee of at least two (2) individuals appointed by the Board for purposes of administering the Plan, or any successor committee. If a Participant serves on the Committee, such Participant shall not be authorized to make any determinations or decisions with respect to his participation hereunder or with respect to payment of Supplemental Benefits to such Participant hereunder.

(i) “Compensation Limit” means, with respect to a Supplemental Plan Year, the amount established by the Secretary of the Treasury as the applicable limit under Section 401(a)(17) of the Code.

(j) “Disability” means (i) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) an incapacity for which the Participant is receiving disability benefits under the Employer’s Long Term Disability Plan (or would be eligible to receive such benefits if the Participant had participated in such plan) or for which the Participant is receiving Social Security disability benefits.

(k) “Earnings” means, for any Supplemental Plan Year, earnings on amounts in a Participant’s Account computed in accordance with Section 7 hereof.

(l) “Election Period” means the period established by the Committee during which elections to participate in the Plan or to change or revoke an existing election in effect under the Plan are permitted to be made. Except as provided in Section 3(a) below with respect to an Employee who first becomes an Eligible Employee during a Supplemental Plan Year, the Election Period during which elections may be made for a Supplemental Plan Year shall end no later than the December 31st of the immediately preceding Supplemental Plan Year. Elections that are not made within the Election Period shall not be given any force or effect under the Plan.

(m) “Eligible Employee” means (i) an Employee who is an Officer and (ii) an Employee who is not an Officer provided the sum of such Employee’s Salary and Annual Bonus for the Supplemental Plan Year immediately preceding the Supplemental Plan Year for which eligibility is being determined exceeds the Compensation Limit applicable for such prior Supplemental Plan Year.

Notwithstanding any other provision to the contrary, no Employee whose (i) primary place of employment with the Employer is outside of the United States and (ii) primary residence was outside of the United States upon the commencement of his employment with the Employer, unless such Employee is designated as an Eligible Employee under this Plan by the Board in writing, and no person who has waived participation in the Plan under any individual compensation, retirement or other agreement shall be an Eligible Employee under the Plan. An individual classified by the Employer at the time services are provided as either an independent contractor or an individual who is not classified as an Employee due to the Employer treating any services provided by him as being provided by another entity which is providing such individual’s services to the Employer shall not be eligible to participate in this Plan during the period the individual is so initially classified even if such individual is later retroactively reclassified as an employee during all or any part of such period pursuant to applicable law or otherwise.


(n) “Employee” means any person employed by the Employer.

(o) “Employer” means NYSE Group, Inc., NYSE, SIAC and each Adopting Subsidiary.

(p) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. Reference to any section or subsection of ERISA includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.

(q) “Excess Salary” means the excess of an Eligible Employee’s Salary over his Recognizable Salary. Excess Salary Per Pay Period shall mean the Excess Salary earned in any Pay Period in the Supplemental Plan Year after the Recognizable Salary limit has been reached.

(r) “Grandfathered Plan” shall mean the New York Stock Exchange, Inc. Supplemental Executive Savings Plan, as in effect immediately prior to January 1, 2005.

(s) “Non-Grandfathered SIAC SESP Account” means the account in the Plan that is maintained for a Participant who was a participant in the SIAC SESP on December 31, 2007 that reflects all amounts, other than SIAC SESP Special Contributions, that were credited to such Participant’s “Non-Grandfathered Plan Account” under the SIAC SESP as of such date and to which Earnings attributable to periods on and after January 1, 2008 shall be credited.

(t) “NYSE” means the New York Stock Exchange LLC and any successor by merger, consolidation, purchase or otherwise.

(u) “Officer” means an officer of the Employer.

(v) “Participant” means any Eligible Employee who shall have become an Active Participant in the Plan and any individual with a balance in his Accounts.

(w) “Pay Period” means the Employer’s pay period applicable to the Employee.

(x) “Plan” means the New York Stock Exchange and Subsidiary Companies Supplemental Executive Savings Plan, as amended and restated effective as of January 1, 2008 and as may be amended from time to time thereafter.

(y) “Prior Plan” means the New York Stock Exchange, Inc. Supplemental Executive Savings Plan as in effect immediately prior to the effective date of the restatement of the Plan set forth herein.

(z) “Recognizable Salary” means an Eligible Employee’s base salary for the Supplemental Plan Year, taking into account the limitation on compensation to Two Hundred and Thirty Thousand Dollars ($230,000), as adjusted for cost of living adjustments, under Section 401(a)(17) of the Code. Recognizable Salary Per Pay Period shall mean the amount of Recognizable Salary earned in each Pay Period prior to reaching the Recognizable Salary limit.


(aa) “Salary” means an Eligible Employee’s base salary for the Supplemental Plan Year, without regard to the limitation on compensation to Two Hundred and Thirty Thousand Dollars ($230,000), as adjusted for cost of living adjustments, under Section 401(a)(17) of the Code.

(bb) “Salary Reduction Agreement” means an agreement entered into between an Active Participant and the Employer to authorize the Employer to reduce the Active Participant’s Salary or Annual Bonus and contribute the amount of such reduction to the Plan.

(cc) “Savings Plan” means the New York Stock Exchange and Subsidiary Companies Employee Savings Plan, as amended from time to time.

(dd) “SIAC” means Securities Industry Automation Corporation and any successor by merger, consolidation, purchase or otherwise. The term SIAC shall include all of SIAC’s wholly-owned subsidiaries while such subsidiaries.

(ee) “SIAC SESP” means the Securities Industry Automation Corporation Supplemental Executive Savings Plan, as amended and restated effective as of April 1, 2006 and as amended thereafter.

(ff) “SIAC SESP Grandfathered Account” means the account (including sub-accounts, if applicable) maintained for a Participant who was a participant in the SIAC SESP on December 31, 2007 that reflects such Participant’s SIAC SESP Grandfathered Benefits determined as of such date and to which Earnings attributable to periods on and after January 1, 2008 shall be credited. Amounts (including earnings) credited to a Participant’s “Grandfathered Plan Account” and “SERP Account” in the SIAC SESP shall be maintained in separate sub-accounts in such Participant’s SIAC SESP Grandfathered Account under the Plan. All amounts (plus Earnings) credited to a Participant’s SIAC SESP Grandfathered Account shall be fully vested at all times.

(gg) “SIAC SESP Grandfathered Benefits” means the vested book entry contributions that were made to a Participant’s “Grandfathered Plan Account” and, if applicable, his “SERP Account” under the SIAC SESP prior to January 1, 2004 and all earnings thereon.

(hh) “SIAC SESP Special RAP Contributions” means, with respect to a Participant who was a participant in the SIAC SESP on December 31, 2007, the amount (including earnings) credited to such Participant’s “Defined Contribution Account” in the SIAC SESP as of such date. SIAC SESP Special Contributions that were transferred to the Plan effective as of January 1, 2008 for any such Participant shall be credited to the Participant’s Special RAP Contributions Account.

(ii) “Special RAP Contributions” means the book entry contributions made pursuant to Section 6 of the Plan that are credited to a Participant’s Special RAP Contributions Account and includes Earnings thereon.


(jj) “Special RAP Contributions Account” means the account to which a Participant’s Special RAP Contributions, SIAC SESP Special RAP Contributions, if applicable, and Earnings thereon shall be credited.

(kk) “Specified Employee” shall mean a Participant who, as of the date of his Termination of Employment, is a key employee (as defined under Code Section 416(i)(1)(A)(i), (ii) or (iii) but determined without reference to Code Section 416(i)(5)) of the Employer, as determined in accordance with the rules and procedures specified by the Committee in accordance with the requirements of Section 409A of the Code and the Treasury Regulations issued thereunder. The status of a Participant as a Specified Employee during the Measurement Period (defined herein) shall be determined annually on December 31 st of the Plan Year immediately preceding the Measurement Period (“Identification Date”). The Measurement Period shall be the twelve (12) month period beginning on the April 1 st succeeding the Identification Date for which it relates and ending on the March 31 st of the following Plan Year.

(ll) “Subsidiary” means any corporation in an unbroken chain of corporations beginning with NYSE Group, Inc., if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(mm) “Supplemental Account” means the account or accounts, as applicable, to which a Participant’s Supplemental Benefits shall be credited. To the extent applicable, a Participant’s Non-Grandfathered SIAC SESP Account shall be a sub-account in such Participant’s Supplemental Account.

(nn) “Supplemental Benefit” means the book entry contributions made pursuant to Section 4 of the Plan that are credited to a Participant’s Supplemental Account and Earnings thereon.

(oo) “Supplemental Plan Year” means the period designated as a “Plan Year” under the Savings Plan.

(pp) “Target Compensation Limit” means the Compensation Limit for the Supplemental Plan Year divided by one (1) minus the percentage of Salary that the Participant elects to defer on Salary up to such limit.

(qq) “Termination of Employment” means the termination of employment of an Employee with all of the Employers and Subsidiaries for any reason whatsoever, including but not limited to death, Disability, retirement, resignation or involuntary termination, provided, that, such employment termination constitutes a “separation from service” within the meaning of Section 409(a)(2)(A)(i) of the Code and the Treasury Regulations issued thereunder.

To the extent not inconsistent with the foregoing definitions and the terms hereof, any defined terms used in this Plan shall have the same meaning as in the Savings Plan.


3.

Participation .

(a) An Eligible Employee may elect, during the Election Period on forms prescribed by the Committee (which forms shall include election forms with respect to the time and form of distribution of Supplemental Benefits), to become an Active Participant in the Plan for such Supplemental Plan Year. If, during a Supplemental Plan Year, an Employee becomes an Eligible Employee, either as a result of promotion to the position of Officer or commencement of employment with the Employer as an Officer, such Eligible Employee may elect to become an Active Participant prior to the end of the thirty (30) day period following the date that he becomes an Eligible Employee by completing and filing one or more Salary Reduction Agreement(s) with the Committee; provided, however, that, such Salary Reduction Agreement(s) may only provide for the deferral of Salary and/or Annual Bonus that is earned by the Eligible Employee subsequent to his enrollment in the Plan The Participant’s enrollment application shall evidence his agreement to the terms of the Plan and include up to two Salary Reduction Agreements. If the Participant is an Officer, he is eligible to enter into a Salary Reduction Agreement to defer a percentage of Salary and/or he may enter into a second Salary Reduction Agreement to defer a percentage of his Annual Bonus, in each case subject to the limitations set forth below. If the Participant is not an Officer, he is eligible to enter into a Salary Reduction Agreement to defer a percentage of his Annual Bonus, subject to the limitations set forth below. Deferrals authorized under this Section 3(a) shall be subject to the following limitations:

(A) A Participant who is an Officer during the Election Period may elect to contribute to the Plan amounts from Salary for a Supplemental Plan Year as follows:

(i) from 1% to 25% of the Participant’s Salary not in excess of the Target Compensation Limit, plus

(ii) from 1% to 25% of the Participant’s Salary in excess of the Target Compensation Limit;

provided, however, that such contributions when taken together shall not reduce the Participant’s Salary below the Compensation Limit. If a Participant has elected deferral percentages such that his or her aggregate contributions under this Section 3(a) would reduce the Participant’s Salary below the Compensation Limit, such Participant’s deferral percentages applicable to his or her Salary not in excess of the Target Compensation Limit shall be reduced as necessary to comply with this Section 3(a).

(B) Any other Participant who satisfies the criteria described in this Section 3(a) and is eligible to receive an Annual Bonus, may elect to contribute to the Plan from 1% to 25% of such Annual Bonus.

(b) A Participant shall not be permitted to terminate or change his Salary Reduction Agreement during any Supplemental Plan Year to which such Salary Reduction Agreement relates. Elections to terminate or change the terms of an existing Salary Reduction Agreement with respect to a Supplemental Plan Year are only permitted to be made during the Election Period applicable to such Supplemental Plan Year.


(c) Notwithstanding any provision herein to the contrary, no Employee who has waived participation in the Plan under any individual compensation, retirement or other agreement, shall be eligible to become a Participant hereunder.

(d) A Participant shall cease to be an Active Participant with regard to a Supplemental Plan Year if he is not or ceases to be an Eligible Employee with regard to the Plan. A Participant’s classification as an Eligible Employee shall be determined anew for each Supplemental Plan Year and a new Salary Reduction Agreement must be made for each Supplemental Plan Year.

(e) Notwithstanding anything herein, if a Participant receives a hardship withdrawal under the Savings Plan, all Salary reductions hereunder shall cease until the end of the Plan Year in which the suspension period required under the terms of the Savings Plan or hereunder, as the case may be, has ended. Following such suspension period, Salary reductions hereunder (and corresponding book entry contributions) shall resume only if the Participant is then an Eligible Employee and has entered into a new Salary Reduction Agreement during the applicable Election Period.

 

4.

Contributions and Amount of Supplemental Benefits .

(a) The Employer shall make a book entry contribution to the Supplemental Account in the Plan of each Active Participant as of the last day of each Pay Period equal to the amount of Salary deferred under the Plan during such period. In addition, to the extent applicable, the Employer shall make a book entry contribution to the Supplemental Account in the Plan of each Active Participant as of the last day of each Pay Period equal to the amount of Annual Bonus deferred under the Plan during such period. If a Pay Period spans two Supplemental Plan Years, the Salary Reduction Agreement, if any, in effect for the Supplemental Plan Year in which the Pay Period ends shall be controlling as to the amount, if any, contributed by the Participant for such Pay Period.

(b) The Participant’s Salary shall be reduced each Pay Period by the amount specified in such Salary Reduction Agreement on a pre-tax basis. All salary reduction contributions made to the Plan on behalf of a Participant shall be based on the Participant’s Salary Reduction Agreement described in Section 3 above. All salary reduction contributions made to the Plan on behalf of a Participant under this Section 4 and all Earnings thereon, credited as provided in Section 7 below, shall be fully vested and non-forfeitable.

(c) As of the last day of each Pay Period, the Employer shall make book entry contributions to the Supplemental Account (“Matching Contributions”) of each Active Parti


 
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