Exhibit 10.50
NYSE GROUP, INC
SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN
As Amended and Restated
Effective
December 31, 2008
TABLE OF CONTENTS
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Page
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INTRODUCTION
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1
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PART A PROVISIONS APPLICABLE TO NYSE
PARTICIPANTS AND GENERAL PROVISIONS
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A-1
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ARTICLE
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1
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DEFINITIONS
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A-1
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1.1
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“Actuarial
Equivalent”
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A-1
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1.2
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“Administrator”
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A-1
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1.3
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“Age
Fifty-Five”
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A-1
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1.4
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“AMEX”
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A-1
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1.5
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“AMEX
Plan”
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A-1
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1.6
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“Base
Benefit”
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A-1
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1.7
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“Base
Salary”
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A-2
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1.8
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“Beneficiary”
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A-2
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1.9
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“Board”
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A-2
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1.10
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“Bonus”
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A-2
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1.11
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“Chief
Officer”
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A-2
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1.12
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“Code”
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A-3
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1.13
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“Committee”
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A-3
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1.14
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“Compensation”
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A-3
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1.15
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“Disability”
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A-4
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1.16
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“Early
Retirement Base”
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A-4
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1.17
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“Early
Retirement Offset”
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A-4
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1.18
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“Eligible Employee”
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A-4
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1.19
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“Eligible Salary
Level”
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A-5
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1.20
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“Employee”
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A-5
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1.21
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“Employer”
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A-5
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1.22
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“ERISA”
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A-5
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1.23
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“Final
Average Compensation”
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A-5
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1.24
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“Grandfathered NYSE
Participant”
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A-5
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1.25
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“Historic NYSE
Participant”
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A-6
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1.26
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“Incentive Compensation
Plan”
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A-6
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1.27
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“Minimum Benefit”
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A-6
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1.28
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“NYSE”
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A-6
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1.29
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“NYSE
Controlled Group”
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A-6
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1.30
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“NYSE
Participant”
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A-6
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1.31
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“Offset Amount”
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A-6
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1.32
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“Optional Distribution
Form”
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A-7
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1.33
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“Optional Distribution
Time”
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A-8
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1.34
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“Participant”
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A-8
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1.35
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“Plan”
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A-8
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1.36
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“Plan
Year”
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A-8
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1.37
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“Qualifying Entity”
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A-8
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1.38
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“Qualifying Entity
Plan”
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A-8
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1.39
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“Restatement Date”
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A-8
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1.40
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“Retirement Date”
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A-8
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1.41
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“Retirement Plan”
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A-9
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1.42
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“Senior Officer”
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A-9
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1.43
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“Social Security
Benefit”
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A-9
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1.44
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“Specified Employee”
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A-9
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1.45
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“Spouse”
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A-10
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1.46
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“Standard Form”
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A-10
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1.47
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“Subsidiary”
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A-10
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1.48
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“Supplemental
Benefit”
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A-10
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1.49
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“Termination of
Employment”
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A-10
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1.50
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“2008
VRIP”
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A-10
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1.51
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Construction
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A-10
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ARTICLE
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2
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SERVICE
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A-10
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2.1
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Definition of
Service
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A-10
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2.2
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Limited Period
Break in Service.
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A-11
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2.3
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Service Not
Credited During Certain Periods.
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A-12
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2.4
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Service Outside
of the United States.
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A-12
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2.5
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Service prior
to June 1, 1999.
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A-12
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2.6
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Service after
March 31, 2006.
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A-12
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ARTICLE
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3
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ELIGIBILITY FOR
PARTICIPATION
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A-12
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ARTICLE
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4
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VESTING
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A-12
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4.1
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Vesting
Requirements.
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A-12
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4.2
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Discretionary
Vesting.
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A-13
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4.3
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Other
Forfeiture.
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A-13
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ARTICLE
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5
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SUPPLEMENTAL
BENEFITS
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A-13
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5.1
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General.
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A-13
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5.2
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Freeze of
Benefit Accruals for All NYSE Participants.
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A-13
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5.3
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Supplemental
Benefit at or after Normal Retirement Date.
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A-14
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5.4
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Supplemental
Benefit at Early Retirement Date.
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A-14
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5.5
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2008
VRIP.
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A-14
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ARTICLE
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6
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PAYMENT
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A-14
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6.1
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Basic Form of
Benefit.
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A-14
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ARTICLE
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7
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DEATH OF NYSE
PARTICIPANT
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A-15
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7.1
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Death Prior to
Termination of Employment.
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A-15
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7.2
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Death After
Termination of Employment.
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A-17
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7.3
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Payment of
Supplemental Benefits Following NYSE Participant’s
Death.
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A-17
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7.4
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Form of Death
Benefit.
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A-17
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7.5
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Beneficiary’s Death.
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A-17
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7.6
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Death After
Retirement Date.
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A-18
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ARTICLE
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8
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LIFE
INSURANCE
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A-18
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ARTICLE
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9
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DETERMINATION
OF SOCIAL SECURITY BENEFIT
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A-18
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ARTICLE
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10
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NATURE OF
OBLIGATIONS OF NYSE
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A-19
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10.1
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No Funding of
Plan.
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A-19
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10.2
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Cost of
Plan.
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A-19
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10.3
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Participants
are Unsecured Creditors.
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A-19
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ARTICLE
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11
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NON-ASSIGNMENT
OF INTEREST
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A-19
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ARTICLE
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12
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NOT AN
EMPLOYMENT CONTRACT
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A-19
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ARTICLE
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13
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WITHHOLDING
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A-20
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13.1
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Withholding.
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A-20
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ARTICLE
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14
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ADMINISTRATION
OF THE PLAN
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A-20
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14.1
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Authority of
Administrator.
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A-20
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14.2
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Plan
Expenses.
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A-21
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14.3
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Actions in
Writing.
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A-21
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14.4
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Calculation of
Benefits.
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A-21
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ARTICLE
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15
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CLAIMS
PROCEDURES
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A-21
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15.1
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Claims
Procedures.
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A-21
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ARTICLE
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16
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AMENDMENT AND
TERMINATION
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A-22
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ARTICLE
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17
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JURISDICTION
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A-22
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ARTICLE
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18
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PAYMENT NOT
SALARY
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A-23
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ARTICLE
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19
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SEVERABILITY
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A-23
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ARTICLE
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20
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NON-EXCLUSIVITY
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A-23
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ARTICLE
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21
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NON-EMPLOYMENT
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A-23
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ARTICLE
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22
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GENDER AND
NUMBER
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A-23
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ARTICLE
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23
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HEADINGS AND
CAPTIONS
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A-23
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ARTICLE
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24
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ENTIRE
AGREEMENT
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A-24
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ARTICLE
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25
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SALE OF ASSETS
OF NYSE REGULATION, INC. – SPECIAL DISTRIBUTION ELECTIONS AND
VESTING.
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A-24
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25.1
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Special
Elections Permitted.
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A-24
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25.2
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Requirements
for Effective Election.
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A-24
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25.3
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Changes to
Elections.
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A-24
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25.4
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Vesting.
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A-24
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25.5
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Defined
Terms.
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A-24
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ARTICLE
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26
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COMPLIANCE
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A-25
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ARTICLE
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27
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EFFECT OF
DOMESTIC RELATIONS ORDERS
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A-25
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EXHIBIT A TO PART A OF THE PLAN
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A-26
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APPENDIX A TO PART A OF THE PLAN HISTORIC
BENEFIT
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A-27
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PART B PROVISIONS APPLICABLE TO SIAC
PARTICIPANTS
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B-1
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ARTICLE
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1
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DEFINITIONS
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B-1
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1.1
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“Affiliate Plan”
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B-1
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1.2
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“Affiliated
Organizations”
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B-1
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1.3
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“Basic
Plan”
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B-1
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1.4
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“Beneficiary”
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B-1
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1.5
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“Compensation”
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B-2
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1.6
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“Deemed Date of Hire”
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B-2
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1.7
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“Determination
Period”
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B-2
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1.8
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“Employer”
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B-2
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1.9
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“Final
Average Annual Compensation”
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B-2
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1.10
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“Grandfathered SIAC
Participant”
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B-2
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1.11
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“Historic Benefit”
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B-2
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1.12
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“Historic SIAC
Participant”
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B-2
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1.13
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“Incentive Award”
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B-3
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1.14
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“Non-Vested Death
Benefit”
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B-3
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1.15
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“NYSE”
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B-3
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1.16
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“NYSE
Controlled Group”
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B-3
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1.17
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“Officer”
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B-3
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1.18
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“Prior
SIAC SERP”
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B-3
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1.19
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“SIAC”
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B-3
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1.20
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“SIAC
Participant”
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B-3
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1.21
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“SIAC
SERP”
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B-3
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1.22
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“Total
Disability or Totally Disabled”
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B-3
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1.23
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“Vested Death
Benefit”
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B-3
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1.24
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“Year
of SERP Participation”
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B-3
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1.25
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“Year
of Service”
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B-3
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ARTICLE
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2
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ELIGIBILITY
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B-4
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ARTICLE
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3
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RETIREMENT
INCOME
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B-4
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3.1
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Normal or
Deferred Retirement Benefit.
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B-4
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3.2
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Payment of
Benefits.
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B-5
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ARTICLE
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4
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EARLY
RETIREMENT INCOME
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B-5
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4.1
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Entitlement to
Early Retirement Benefit.
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B-5
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4.2
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Amount of Early
Retirement Benefit.
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B-5
|
|
|
|
|
|
ARTICLE
|
|
5
|
|
ACCRUAL OF
BENEFITS DURING DISABILITY
|
|
B-7
|
|
|
|
|
|
|
5.1
|
|
Service.
|
|
B-7
|
|
|
|
|
|
|
5.2
|
|
Compensation.
|
|
B-7
|
|
|
|
|
|
ARTICLE
|
|
6
|
|
DEATH
BENEFITS
|
|
B-7
|
|
|
|
|
|
|
6.1
|
|
Non-Vested
Death Benefit.
|
|
B-7
|
|
|
|
|
|
|
6.2
|
|
Vested Death
Benefit.
|
|
B-8
|
|
|
|
|
|
|
6.3
|
|
Death After
Termination But Prior to Commencement of Benefits.
|
|
B-9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.4
|
|
Death After
Commencement of Benefits.
|
|
B-9
|
|
|
|
|
|
|
6.5
|
|
Change in
Beneficiary Designation.
|
|
B-9
|
|
|
|
|
|
|
6.6
|
|
Absence of a
Designated Beneficiary.
|
|
B-9
|
|
|
|
|
|
ARTICLE
|
|
7
|
|
VESTING OF
BENEFITS
|
|
B-9
|
|
|
|
|
|
|
7.1
|
|
Conditions for
Vesting.
|
|
B-9
|
|
|
|
|
|
|
7.2
|
|
Payment of
Vested Benefit.
|
|
B-9
|
|
|
|
|
|
|
7.3
|
|
Non-vested
Termination of Employment.
|
|
B-10
|
|
|
|
|
|
|
7.4
|
|
Determination
of Vested Benefit.
|
|
B-10
|
|
|
|
|
|
|
7.5
|
|
Reemployment.
|
|
B-10
|
|
|
|
|
|
ARTICLE
|
|
8
|
|
BENEFIT
COMMENCEMENT AND FORM OF PAYMENT
|
|
B-10
|
|
|
|
|
|
|
8.1
|
|
Commencement
Date.
|
|
B-10
|
|
|
|
|
|
|
8.2
|
|
Form of
Payment.
|
|
B-11
|
|
|
|
|
|
|
8.3
|
|
Election by
Grandfathered SIAC Participants.
|
|
B-11
|
|
|
|
APPENDIX TO PART B HISTORIC BENEFIT
|
|
B-12
|
|
|
|
PART C PROVISIONS APPLICABLE TO AMEX
PARTICIPANTS
|
|
C-1
|
|
|
|
|
|
ARTICLE
|
|
1
|
|
DEFINITIONS
|
|
C-1
|
|
|
|
|
|
|
1.1
|
|
“Accrued Benefit.”
|
|
C-1
|
|
|
|
|
|
|
1.2
|
|
“Actuarial
Equivalent.”
|
|
C-1
|
|
|
|
|
|
|
1.3
|
|
“Amex
Participant.”
|
|
C-1
|
|
|
|
|
|
|
1.4
|
|
“Amex
Prior Plans.”
|
|
C-1
|
|
|
|
|
|
|
1.5
|
|
“Amex
SERP.”
|
|
C-1
|
|
|
|
|
|
|
1.6
|
|
“Cause.”
|
|
C-1
|
|
|
|
|
|
|
1.7
|
|
“Change in Control of the
Company.”
|
|
C-2
|
|
|
|
|
|
|
1.8
|
|
“Company.”
|
|
C-2
|
|
|
|
|
|
|
1.9
|
|
“Credited Service.”
|
|
C-2
|
|
|
|
|
|
|
1.10
|
|
“Final
Average Compensation.”
|
|
C-2
|
|
|
|
|
|
|
1.11
|
|
“Offset Amount.”
|
|
C-2
|
|
|
|
|
|
|
1.12
|
|
“Retirement Plan.”
|
|
C-3
|
|
|
|
|
|
|
1.13
|
|
“Service.”
|
|
C-3
|
|
|
|
|
|
|
1.14
|
|
“Social Security
Benefit.”
|
|
C-3
|
|
|
|
|
|
ARTICLE
|
|
2
|
|
ELIGIBILITY
|
|
C-3
|
|
|
|
|
|
ARTICLE
|
|
3
|
|
AMOUNT OF
ACCRUED BENEFIT
|
|
C-3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
Calculation of
Accrued Benefit.
|
|
C-3
|
|
|
|
|
|
|
3.2
|
|
No Interest
Created.
|
|
C-4
|
|
|
|
|
|
|
3.3
|
|
Prior
Plans.
|
|
C-4
|
|
|
|
|
|
|
3.4
|
|
Form of
Payment.
|
|
C-5
|
|
|
|
|
|
|
3.5
|
|
Commencement of
Benefits.
|
|
C-5
|
|
|
|
|
|
|
3.6
|
|
Vesting.
|
|
C-5
|
|
|
|
|
|
ARTICLE
|
|
4
|
|
PRE-RETIREMENT
DEATH BENEFIT
|
|
C-5
|
|
|
|
|
|
ARTICLE
|
|
5
|
|
COVENANTS OF
AMEX PARTICIPANT
|
|
C-6
|
|
|
|
|
|
ARTICLE
|
|
6
|
|
LOSS OF
BENEFITS
|
|
C-6
|
INTRODUCTION
This document sets forth the NYSE
Group, Inc. Supplemental Executive Retirement Plan (the
“Plan”), as amended and restated effective as of
December 31, 2008 (the “Restatement Date”), and
includes amendments to the Plan adopted through December 10,
2008. Certain provisions of the Plan are effective earlier or later
than the Restatement Date, as provided in the Plan.
Purpose of the Plan
. The Plan is intended to provide
supplemental retirement benefits to a select group of management
and highly compensated employees of the NYSE Group, Inc. The
benefits are intended to supplement the benefits payable under the
Retirement Plan, as defined herein.
History of the Plan
. The Plan was initially named the
New York Stock Exchange, Inc. Supplemental Executive Retirement
Plan. The Plan was effective as of January 1, 1984. The
Securities Industry Automation Corporation Supplemental Executive
Retirement Plan (the “ SIAC SERP ”), which was
originally adopted as of December 19, 1985, was merged into
the Plan effective as of the Restatement Date. The American Stock
Exchange LLC Supplemental Executive Retirement Plan (“
Amex SERP ”), which was originally effective as of
January 1, 2005, was merged into the Plan, along with, for
administrative purposes, certain prior plans (the “Amex Prior
Plans”) described therein, effective as of January 1,
2009. Each of the SIAC SERP and the Amex SERP was previously
amended to comply with Section 409A of the Code. The Plan is
renamed and amended to make NYSE Group, Inc. the Plan sponsor,
effective as of December 10, 2008.
Parts A, B and C of the
Plan . This Plan consists
of three parts. Part A applies with respect to eligible employees
who accrued benefits under the Plan prior to March 31, 2006.
Part B applies with respect to eligible employees who accrued
benefits under the SIAC SERP prior to March 31, 2006. Part C
applies with respect to eligible employees who accrued benefits
under the Amex SERP prior to December 31, 2008.
In addition, the administrative
sections of Part A, namely Articles 8 through 27, and certain
defined terms in Article 1 of Part A, apply to entire Plan,
including Parts B and C.
Amex Prior Plans
. The Plan documents of the AMEX
Prior Plans reflect the benefits payable under those plans, and
such Amex Prior Plans are attached to the end of this Plan
document. However, the AMEX Prior Plans are expressly made subject
to the administrative provisions of Section 14.1 and Article
15 of the Plan.
Participants to whom the Restated
Plan is Applicable . The
benefits of any Participant in the Plan prior to January 1,
2007 who incurred a Termination of Employment, as defined herein,
prior to January 1, 2007 shall be governed under the terms of
the Plan in existence at the time of the Participant’s
Termination of Employment, except as otherwise specifically
provided in the Plan. The benefits of any Participant in the SIAC
SERP who incurred a Termination of Employment prior the Restatement
Date, shall be governed under the terms of the SIAC SERP in
existence at the time of the Participant’s Termination of
Employment, except as otherwise specifically provided in the Plan.
The benefits of any Participant in the Amex SERP who
incurred a Termination of Employment prior to
January 1, 2009 shall be governed under the terms of the Amex
SERP in existence at the time of the Participant’s
Termination of Employment, except as otherwise specifically
provided in the Plan.
Notwithstanding the foregoing, the
form and timing of distribution of any benefits under the Plan for
the following participants shall be determined under the provisions
of the Plan: (i) benefits which commence on or after
January 1, 2007 with respect to any person who was a
participant in the Plan on or prior to March 31, 2006,
(ii) benefits which commence on or after the Restatement Date
with respect to any person who was a participant in the SIAC SERP
prior to the Restatement Date and (iii) benefits which
commence on or after the January 1, 2009 with respect to any
person who was a participant in the Amex SERP prior to
January 1, 2009.
Conformance with Code
Section 409A . The
Plan is intended to conform to the requirements of
Section 409A of the Code, as defined herein, and any
regulations promulgated thereunder to the extent applicable and
shall be construed in a manner consistent with the requirements of
such section of the Code, except with respect to the Amex Prior
Plans. The amendments contained in the Plan to comply with
Section 409A are effective January 1, 2007 with respect
to Part A of the Plan and are effective January 1, 2008 with
respect to the SIAC SERP and the AMEX SERP and Parts B and C of the
Plan, except as provided herein. The AMEX Prior Plans are
grandfathered from Section 409A.
Effect of Letter
Agreements .
Notwithstanding the provisions of the Plan, Part B of the Plan
shall be superceded by the terms of a letter agreement entered into
with a SIAC Participant to the extent of any conflict between Part
B of the Plan and such letter agreement.
PART A
PROVISIONS APPLICABLE TO NYSE
PARTICIPANTS AND
GENERAL
PROVISIONS
The following provisions of Part A
of the Plan apply to NYSE Participants, as defined in Part A, and
certain provisions where indicated apply to all Participants. All
section references in Part A of the Plan are to the relevant
sections of Part A unless otherwise indicated.
ARTICLE 1
DEFINITIONS
For purposes of this Plan, the
following definitions apply:
1.1 “ Actuarial
Equivalent ” means an amount equal in value on an
actuarial basis, as determined by an actuary selected by the
Committee, determined using the mortality table prescribed by the
Secretary of the Treasury pursuant to Section 417(e)(3) of the
Code at the beginning of the Plan Year in which the NYSE
Participant’s Retirement Date occurs and the applicable
interest rate used by the NYSE to calculate pension expense with
respect to the Plan in accordance with Statement of Financial
Accounting Standards No. 87 at the beginning of the Plan Year
in which the NYSE Participant’s Retirement Date occurs. For
NYSE Participants and SIAC Participants (as defined in Part B of
the Plan) who have a Termination of Employment on or after
September 1, 2008, “Termination of Employment”
shall be substituted for “Retirement Date” in the
immediately preceding sentence.
1.2 “
Administrator ” means the person or persons so
designated and acting under Article 14 of the Plan.
1.3 “ Age
Fifty-Five ” means the first day of the calendar
month nearest a NYSE Participant’s fifty-fifth
(55th) birthday, provided that if such birthday shall occur on
a day equidistant from the first day of two months, then Age
Fifty-Five shall be deemed to be the first day of the month during
which such birthday occurs.
1.4 “ AMEX
” means American Stock Exchange, Inc. or its successor
entities.
1.5 “ AMEX Plan
” means any defined benefit pension plan which is qualified
under Code Section 401(a), or any other defined benefit
pension plan, funded or unfunded, which is or has been maintained
by American Stock Exchange, Inc. or its successors, excluding any
individual deferred compensation arrangements and funded or
unfunded defined contribution plans.
1.6 “ Base
Benefit ” means an amount equal to the NYSE
Participant’s Final Average Compensation multiplied by a
percentage that is equal to the sum of:
(a) two and one-half
percent (2 1 / 2 %) for each of the first ten
(10) years of the NYSE Participant’s Service,
plus
(b) two percent (2%) for each
of the next ten (10) years of the NYSE Participant’s
Service, plus
(c) one and one-half
percent (1 1 / 2 %) for each of the next ten
(10) years of the NYSE Participant’s Service,
plus
(d) one percent (1%) for each
year of Service thereafter.
1.7 “ Base
Salary ” means the annual base salary of a NYSE
Participant earned from the NYSE including, without limitation,
(i) any amounts reduced pursuant to the NYSE
Participant’s salary reduction agreement under Sections 125
or 401(k) of the Code (if any), (ii) any amounts that the NYSE
Participant elects to defer under any nonqualified deferred
compensation plan or arrangement maintained by the NYSE, and
(iii) any portion of the NYSE Participant’s base salary
that the NYSE Participant elects to reduce pursuant to any other
salary reduction arrangement by the NYSE, including, without
limitation, an arrangement under Section 132(f) of the Code.
Salary shall not include any other compensation, including, without
limitation, commissions, Bonus, overtime pay, severance pay, any
payment under the Incentive Compensation Plan or any other
incentive plan, benefits paid under any qualified plan, any group
medical, dental or other welfare benefit plan, noncash
compensation, fringe benefits (cash and non-cash), reimbursements
or other expense allowances, moving expenses or any other
additional compensation, including without limitation, lump sum
payments in lieu of accrued but unused vacation.
1.8 “
Beneficiary ” means the individual designated
by the Participant, in a manner acceptable to the Committee, to
receive benefits payable under this Plan in the event of the
Participant’s death. If no Beneficiary is designated, the
Participant’s Beneficiary shall be his Spouse, or if the
Participant is not married, the Participant’s estate. A
Participant’s Beneficiary election (or any election to revoke
or change a prior election) must be made and filed with the
Committee, in writing, on such form(s) prescribed by the
Committee.
1.9 “ Board
” means the Board of Directors of the NYSE.
1.10 “ Bonus
” means payments made (or would have been paid if not for an
election made pursuant to an employee benefit plan maintained by
the NYSE to defer all or a portion of such amount) under an annual
bonus plan or arrangement maintained by the NYSE. Payments made (or
which would have been paid if not for an election made pursuant to
an employee benefit plan maintained by the NYSE to defer all or a
portion of such amount) under an annual bonus plan maintained by
the NYSE shall be deemed attributable to the year, and the
respective months in such year with respect to which such payments
were earned, regardless of the times of making such payments. No
payment in the nature of a bonus or award or premium for overtime
or additional work or otherwise paid to a NYSE Participant under
any bonus or other plan or program existing prior to the inception
of, or in any way apart from an annual bonus plan maintained by the
NYSE shall in any way be deemed to be a payment either under an
annual bonus plan maintained by the NYSE or included in any
computation or determination of Final Average Compensation or of
meeting the Eligible Salary Level.
1.11 “ Chief
Officer ” means the Chairman of the NYSE
and:
(a) the Chief Regulatory Officer
with respect to the Employees who, directly or indirectly, report
to him,
(b) the Chief Executive Officer with
respect to the Employees who, directly or indirectly, report to
him, and
(c) the Chief Executive Officer and
Chief Regulatory Officer with respect to those Employees who,
directly or indirectly, report to both the Chief Executive Officer
and Chief Regulatory Officer.
1.12 “ 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.
1.13 “ 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 a Supplemental Benefit to such Participant
hereunder.
1.14 “
Compensation ” means for any year:
(a) with respect to a NYSE
Participant who at the earlier of March 31, 2006 or his
Termination of Employment had never been a Senior Officer, the
Participant’s Base Salary in such Plan Year; and
(b) with respect to
a NYSE Participant who is not a Senior Officer on the earlier of
March 31, 2006 or his Termination of Employment, but had
previously been a Senior Officer, Base Salary plus two-thirds
( 2
/
3 ) of the NYSE
Participant’s Bonus for such Plan Year or the respective
months, in any period on or after January 1, 1986; provided,
that, with respect to a Participant who was a Senior Officer but
was demoted, subsequent Bonuses earned after such demotion shall
not count as Bonuses for purposes of the Plan; and provided,
further, that in no event shall the amount in this subsection
(b) exceed the NYSE Participant’s Base Salary in such
Plan Year; and
(c) with respect to a NYSE
Participant who was a Senior Officer on the earlier of
March 31, 2006 or his Termination of Employment, the sum
of:
|
|
(i)
|
the NYSE
Participant’s Base Salary in such Plan Year; and
|
|
|
(ii)
|
two-thirds (
2
/
3 ) of the NYSE
Participant’s Bonus for such Plan Year or the respective
months, in any period on or after January 1, 1986; provided
that in no event shall the amount in this subsection (c)(ii) exceed
the NYSE Participant’s Base Salary in such Plan
Year.
|
Notwithstanding anything herein to
the contrary, in no event shall Base Salary or Bonus paid after
March 31, 2006 be taken into account for purposes of the
Plan.
1.15 “
Disability ” means an incapacity for which the
Participant is (1) receiving, for at least three months,
disability benefits under the NYSE’s Long Term Disability
Plan by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than twelve
(12) months, (2) unable to engage in any substantial
gainful activity by reason of any medically determinable physical
or mental impairment that can be expected to result in death or can
be expected to last for a continuous period of not less than twelve
(12) months, and would be eligible to receive benefits under
NYSE’s Long Term Disability Plan if he participated in such
plan or (3) for which the Participant is receiving Social
Security disability benefits.
1.16 “
Early Retirement Base ” means an amount equal
to one-twelfth ( 1 / 12 ) of the NYSE
Participant’s Base Benefit reduced by a percentage equal to
the product of four percent (4%) multiplied by the number of
years and fractional portion of a year elapsing between the date of
the NYSE Participant’s Early Retirement Date and the date of
t