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NYSE GROUP, INC SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Addendum or Modifications

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Title: NYSE GROUP, INC SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Governing Law: New York     Date: 2/27/2009
Industry: Investment Services     Sector: Financial

NYSE GROUP, INC SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN, Parties: new york stock exchange  inc , nyse group  inc , securities industry automation corporation
50 of the Top 250 law firms use our Products every day

Exhibit 10.50

NYSE GROUP, INC

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

As Amended and Restated Effective

December 31, 2008


TABLE OF CONTENTS

 

 

  

Page

INTRODUCTION

  

1

PART A PROVISIONS APPLICABLE TO NYSE PARTICIPANTS AND GENERAL PROVISIONS

  

A-1

ARTICLE

  

1

 

DEFINITIONS

  

A-1

  

1.1

 

“Actuarial Equivalent”

  

A-1

  

1.2

 

“Administrator”

  

A-1

  

1.3

 

“Age Fifty-Five”

  

A-1

  

1.4

 

“AMEX”

  

A-1

  

1.5

 

“AMEX Plan”

  

A-1

  

1.6

 

“Base Benefit”

  

A-1

  

1.7

 

“Base Salary”

  

A-2

  

1.8

 

“Beneficiary”

  

A-2

  

1.9

 

“Board”

  

A-2

  

1.10

 

“Bonus”

  

A-2

  

1.11

 

“Chief Officer”

  

A-2

  

1.12

 

“Code”

  

A-3

  

1.13

 

“Committee”

  

A-3

  

1.14

 

“Compensation”

  

A-3

  

1.15

 

“Disability”

  

A-4

  

1.16

 

“Early Retirement Base”

  

A-4

  

1.17

 

“Early Retirement Offset”

  

A-4

  

1.18

 

“Eligible Employee”

  

A-4

  

1.19

 

“Eligible Salary Level”

  

A-5

  

1.20

 

“Employee”

  

A-5

  

1.21

 

“Employer”

  

A-5

  

1.22

 

“ERISA”

  

A-5

  

1.23

 

“Final Average Compensation”

  

A-5

  

1.24

 

“Grandfathered NYSE Participant”

  

A-5

  

1.25

 

“Historic NYSE Participant”

  

A-6

  

1.26

 

“Incentive Compensation Plan”

  

A-6


  

1.27

 

“Minimum Benefit”

  

A-6

  

1.28

 

“NYSE”

  

A-6

  

1.29

 

“NYSE Controlled Group”

  

A-6

  

1.30

 

“NYSE Participant”

  

A-6

  

1.31

 

“Offset Amount”

  

A-6

  

1.32

 

“Optional Distribution Form”

  

A-7

  

1.33

 

“Optional Distribution Time”

  

A-8

  

1.34

 

“Participant”

  

A-8

  

1.35

 

“Plan”

  

A-8

  

1.36

 

“Plan Year”

  

A-8

  

1.37

 

“Qualifying Entity”

  

A-8

  

1.38

 

“Qualifying Entity Plan”

  

A-8

  

1.39

 

“Restatement Date”

  

A-8

  

1.40

 

“Retirement Date”

  

A-8

  

1.41

 

“Retirement Plan”

  

A-9

  

1.42

 

“Senior Officer”

  

A-9

  

1.43

 

“Social Security Benefit”

  

A-9

  

1.44

 

“Specified Employee”

  

A-9

  

1.45

 

“Spouse”

  

A-10

  

1.46

 

“Standard Form”

  

A-10

  

1.47

 

“Subsidiary”

  

A-10

  

1.48

 

“Supplemental Benefit”

  

A-10

  

1.49

 

“Termination of Employment”

  

A-10

  

1.50

 

“2008 VRIP”

  

A-10

  

1.51

 

Construction

  

A-10

ARTICLE

  

2

 

SERVICE

  

A-10

  

2.1

 

Definition of Service

  

A-10

  

2.2

 

Limited Period Break in Service.

  

A-11

  

2.3

 

Service Not Credited During Certain Periods.

  

A-12

  

2.4

 

Service Outside of the United States.

  

A-12

  

2.5

 

Service prior to June 1, 1999.

  

A-12

  

2.6

 

Service after March 31, 2006.

  

A-12

ARTICLE

  

3

 

ELIGIBILITY FOR PARTICIPATION

  

A-12


ARTICLE

 

4

 

VESTING

  

A-12

 

4.1

 

Vesting Requirements.

  

A-12

 

4.2

 

Discretionary Vesting.

  

A-13

 

4.3

 

Other Forfeiture.

  

A-13

ARTICLE

 

5

 

SUPPLEMENTAL BENEFITS

  

A-13

 

5.1

 

General.

  

A-13

 

5.2

 

Freeze of Benefit Accruals for All NYSE Participants.

  

A-13

 

5.3

 

Supplemental Benefit at or after Normal Retirement Date.

  

A-14

 

5.4

 

Supplemental Benefit at Early Retirement Date.

  

A-14

 

5.5

 

2008 VRIP.

  

A-14

ARTICLE

 

6

 

PAYMENT

  

A-14

 

6.1

 

Basic Form of Benefit.

  

A-14

ARTICLE

 

7

 

DEATH OF NYSE PARTICIPANT

  

A-15

 

7.1

 

Death Prior to Termination of Employment.

  

A-15

 

7.2

 

Death After Termination of Employment.

  

A-17

 

7.3

 

Payment of Supplemental Benefits Following NYSE Participant’s Death.

  

A-17

 

7.4

 

Form of Death Benefit.

  

A-17

 

7.5

 

Beneficiary’s Death.

  

A-17

 

7.6

 

Death After Retirement Date.

  

A-18

ARTICLE

 

8

 

LIFE INSURANCE

  

A-18

ARTICLE

 

9

 

DETERMINATION OF SOCIAL SECURITY BENEFIT

  

A-18

ARTICLE

 

10

 

NATURE OF OBLIGATIONS OF NYSE

  

A-19

 

10.1

 

No Funding of Plan.

  

A-19

 

10.2

 

Cost of Plan.

  

A-19

 

10.3

 

Participants are Unsecured Creditors.

  

A-19

ARTICLE

 

11

 

NON-ASSIGNMENT OF INTEREST

  

A-19

ARTICLE

 

12

 

NOT AN EMPLOYMENT CONTRACT

  

A-19

ARTICLE

 

13

 

WITHHOLDING

  

A-20

 

13.1

 

Withholding.

  

A-20

ARTICLE

 

14

 

ADMINISTRATION OF THE PLAN

  

A-20

 

14.1

 

Authority of Administrator.

  

A-20

 

14.2

 

Plan Expenses.

  

A-21


 

14.3

 

Actions in Writing.

  

A-21

 

14.4

 

Calculation of Benefits.

  

A-21

ARTICLE

 

15

 

CLAIMS PROCEDURES

  

A-21

 

15.1

 

Claims Procedures.

  

A-21

ARTICLE

 

16

 

AMENDMENT AND TERMINATION

  

A-22

ARTICLE

 

17

 

JURISDICTION

  

A-22

ARTICLE

 

18

 

PAYMENT NOT SALARY

  

A-23

ARTICLE

 

19

 

SEVERABILITY

  

A-23

ARTICLE

 

20

 

NON-EXCLUSIVITY

  

A-23

ARTICLE

 

21

 

NON-EMPLOYMENT

  

A-23

ARTICLE

 

22

 

GENDER AND NUMBER

  

A-23

ARTICLE

 

23

 

HEADINGS AND CAPTIONS

  

A-23

ARTICLE

 

24

 

ENTIRE AGREEMENT

  

A-24

ARTICLE

 

25

 

SALE OF ASSETS OF NYSE REGULATION, INC. – SPECIAL DISTRIBUTION ELECTIONS AND VESTING.

  

A-24

 

25.1

 

Special Elections Permitted.

  

A-24

 

25.2

 

Requirements for Effective Election.

  

A-24

 

25.3

 

Changes to Elections.

  

A-24

 

25.4

 

Vesting.

  

A-24

 

25.5

 

Defined Terms.

  

A-24

ARTICLE

 

26

 

COMPLIANCE

  

A-25

ARTICLE

 

27

 

EFFECT OF DOMESTIC RELATIONS ORDERS

  

A-25

EXHIBIT A TO PART A OF THE PLAN

  

A-26

APPENDIX A TO PART A OF THE PLAN HISTORIC BENEFIT

  

A-27

PART B PROVISIONS APPLICABLE TO SIAC PARTICIPANTS

  

B-1

ARTICLE

 

1

 

DEFINITIONS

  

B-1

 

1.1

 

“Affiliate Plan”

  

B-1

 

1.2

 

“Affiliated Organizations”

  

B-1

 

1.3

 

“Basic Plan”

  

B-1

 

1.4

 

“Beneficiary”

  

B-1

 

1.5

 

“Compensation”

  

B-2

 

1.6

 

“Deemed Date of Hire”

  

B-2


 

1.7

 

“Determination Period”

  

B-2

 

1.8

 

“Employer”

  

B-2

 

1.9

 

“Final Average Annual Compensation”

  

B-2

 

1.10

 

“Grandfathered SIAC Participant”

  

B-2

 

1.11

 

“Historic Benefit”

  

B-2

 

1.12

 

“Historic SIAC Participant”

  

B-2

 

1.13

 

“Incentive Award”

  

B-3

 

1.14

 

“Non-Vested Death Benefit”

  

B-3

 

1.15

 

“NYSE”

  

B-3

 

1.16

 

“NYSE Controlled Group”

  

B-3

 

1.17

 

“Officer”

  

B-3

 

1.18

 

“Prior SIAC SERP”

  

B-3

 

1.19

 

“SIAC”

  

B-3

 

1.20

 

“SIAC Participant”

  

B-3

 

1.21

 

“SIAC SERP”

  

B-3

 

1.22

 

“Total Disability or Totally Disabled”

  

B-3

 

1.23

 

“Vested Death Benefit”

  

B-3

 

1.24

 

“Year of SERP Participation”

  

B-3

 

1.25

 

“Year of Service”

  

B-3

ARTICLE

 

2

 

ELIGIBILITY

  

B-4

ARTICLE

 

3

 

RETIREMENT INCOME

  

B-4

 

3.1

 

Normal or Deferred Retirement Benefit.

  

B-4

 

3.2

 

Payment of Benefits.

  

B-5

ARTICLE

 

4

 

EARLY RETIREMENT INCOME

  

B-5

 

4.1

 

Entitlement to Early Retirement Benefit.

  

B-5

 

4.2

 

Amount of Early Retirement Benefit.

  

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


 
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