Exhibit 10.7
THE NASDAQ OMX GROUP,
INC.
SUPPLEMENTAL EMPLOYER
RETIREMENT
CONTRIBUTION PLAN
Amended and Restated as of
December 17, 2008
TABLE OF
CONTENTS
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Page
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1.
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DEFINITIONS
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1
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1.1.
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“Account”
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1
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1.2.
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“Beneficiary”
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1
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1.3.
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“Effective Date”
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1
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1.4.
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“Employee”
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1
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1.5.
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“Employer
Retirement Contribution Shortfall”
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1
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1.6.
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“Participant”
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2
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1.7.
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“Plan”
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2
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1.8.
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“Plan
Administrator”
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2
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1.9.
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“Separation from Service”
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2
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2.
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PLAN
PARTICIPATION; CREDITS TO PARTICIPANT ACCOUNTS; NATURE OF
ACCOUNTS
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2
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2.1.
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Establishment
of Accounts; Credits to Accounts.
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2
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2.2.
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Nature of
Accounts; Claim to Assets.
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3
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3.
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ADJUSTMENT TO
ACCOUNTS
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3
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3.1.
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Earnings
Adjustments.
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3
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3.2.
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Account
Statements.
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3
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4.
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VESTING
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3
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4.1.
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Full
Vesting.
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3
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5.
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IN-SERVICE
DISTRIBUTIONS AND LOANS
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4
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5.1.
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No
Distributions or Loans.
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4
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6.
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BENEFITS
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4
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6.1.
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Form, Timing
and Amount of Benefits.
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4
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6.2.
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Withholding of
Taxes.
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4
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7.
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NON-ASSIGNABILITY CLAUSE
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4
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7.1.
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General
Provision.
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4
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7.2.
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Exception for
Certain Court Orders.
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4
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8.
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ADMINISTRATION
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5
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8.1.
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Plan
Administrator.
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5
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8.2.
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Administration
Procedures.
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5
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8.3.
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Claim
Procedures.
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5
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8.4.
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Plan
Expenses.
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6
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9.
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AMENDMENT OR
TERMINATION OF PLAN
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6
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9.1.
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Right to
Amend.
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6
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i
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9.2.
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Right to
Terminate.
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6
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9.3.
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Status of the
Plan Under ERISA Automatic Termination.
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7
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9.4.
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Effect of
Termination.
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7
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10.
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MISCELLANEOUS
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7
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10.1.
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No Contract of
Employment.
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7
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10.2.
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No Impact on
Terms and Conditions of Employment.
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8
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10.3.
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Severability of
Provisions.
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8
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10.4.
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Relationship to
Other Benefits.
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8
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10.5.
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Heirs, Assigns
and Personal Representatives.
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8
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10.6.
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Headings and
Captions.
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8
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10.7.
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Gender and
Number.
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8
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10.8.
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Payments to
Minors, etc.
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8
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10.9.
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Method of
Payment of Benefits.
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8
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10.10.
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Limitation on
Benefits.
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8
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10.11.
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Payment of
Benefits.
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8
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10.12.
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Protection of
the Plan Administrator.
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9
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10.13.
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No Third Party
Beneficiaries.
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9
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10.14.
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Governing
Law.
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9
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10.15.
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Nonqualified
Deferred Compensation Plan Omnibus Provision.
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9
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ii
PREAMBLE
The NASDAQ OMX Group, Inc. (f/k/a
The Nasdaq Stock Market, Inc.) (the “Company”)
established The Nasdaq Supplemental Employer Retirement
Contribution Plan (the “Plan”), originally effective as
of July 1, 2007.
The Plan is hereby renamed The
NASDAQ OMX Group, Inc. Supplemental Employer Retirement
Contribution Plan and is amended and restated, effective as of
December 17, 2008, to reflect (i) the provisions of the final
regulations issued under Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”) and (ii) the
inclusion of the NASDAQ OMX PHLX, Inc. Employee Savings Plan (the
“PHLX Savings Plan”) as a tax-qualified plan within the
Company’s corporate group.
The sole purpose of the Plan is to
provide for the payment to employees of that portion of the annual
“Employer Retirement Contribution” (as that term is
defined under both The NASDAQ OMX Group, Inc. 401(k) Savings Plan
(f/k/a The Nasdaq Stock Market, Inc. 401(k) Savings Plan)(the
“NASDAQ OMX Savings Plan”) and the PHLX Savings Plan),
if any, which cannot be provided to certain employees under the
NASDAQ OMX Savings Plan or the PHLX Savings Plan on account of the
restrictions and limitations imposed under Section 401(a)(17)
and/or Section 415(c) of the Code (or at the discretion of the
Company, on account of the restrictions and limitations imposed
under Section 401(a)(4) and/or Section 410(b) of the
Code).
The Plan does not provide for the
payment to employees of that portion, if any, of any other types of
employee or employer contributions (including, but not limited to,
“Elective Contributions”, “Participant
Contributions” or “Matching Contributions” (as
those terms are defined under the NASDAQ OMX Savings Plan and the
PHLX Savings Plan)) which cannot be provided under the NASDAQ OMX
Savings Plan or the PHLX Savings Plan, as the case may be, on
account of the foregoing (or any other) limitations.
To the extent not otherwise defined
in the Preamble, the following terms shall have the following
meanings:
1.1. “ Account ”
shall, with respect to any given Participant, have the meaning
provided under Section 2.1.
1.2. “ Beneficiary
” shall, with respect to any given Participant, mean the
person, persons or trust or trusts designated by the Participant,
by written notice to the Plan Administrator, to receive any payment
provided for in the Plan in the event of the death of such
Participant prior to the receipt thereof by such Participant. A
Participant may also designate a contingent Beneficiary to receive
benefits under the Plan in the event that the primary Beneficiary
does not survive the Participant. In the case of a married
Participant, (i) there is no requirement that such
person’s spouse must be such Participant’s Beneficiary
and (ii) the consent of such spouse is not required in order
to name someone other than the spouse as the Beneficiary. There is
also no requirement that a Participant’s Beneficiary must be
the same person the Participant has designated as his or her
“Beneficiary” under the NASDAQ OMX Savings Plan or
under the PHLX Savings Plan, as the case may be. If a Participant
has made no such designation under the terms of this Plan, such
Participant’s Beneficiary shall be the same as such
person’s “Beneficiary” under the NASDAQ OMX
Savings Plan or the PHLX Savings Plan, as the case may
be.
1.3. “ Effective Date
” shall mean July 1, 2007.
1.4. “ Employee ”
shall mean an individual who is either (i) an
“Employee,” as defined under the NASDAQ OMX Savings
Plan or (ii) an “Employee,” as defined under the
PHLX Savings Plan, as the context shall require.
1.5. “ Employer Retirement
Contribution Shortfall ” shall, with respect to any given
Employee who has met the requirements of Section 3.01(a) of
the NASDAQ OMX Savings Plan or 3.01(a) of the PHLX Savings Plan, as
the case may be, for a Plan Year for which Employer Retirement
Contributions are made under such respective savings plan, mean the
sum of the following (a) plus (b):
(a) the excess, if any,
of:
(i) the amount of the Employer
Retirement Contribution which would have been made on behalf of
such Employee under the NASDAQ OMX Savings Plan or the PHLX Savings
Plan, as the case may be, for such Plan Year had Compensation for
such Plan Year not been subject to the limitations of
Section 401(a)(17) of the Code and had the Employer Retirement
Contribution which could otherwise have been made to such
respective savings plan on behalf of such person not been subject
to the limitations of Section 415(c) of the Code (and in all
events determined without regard to any limitations which might
otherwise be imposed pursuant to the
“nondiscrimination” and “coverage”
provisions of Sections 401(a)(4) and 410(b), respectively, of the
Code), over
(ii) the amount of the Employer
Retirement Contribution actually made on behalf of such Employee
under the NASDAQ OMX Savings Plan or the PHLX Savings Plan, as the
case may be, determined after the application of the limitations of
Sections 401(a)(17) and 415(c) of the Code, pursuant to the terms
of the NASDAQ OMX Savings Plan or the PHLX Savings Plan, as the
case may be (and before the application of the provisions of
Section 4.05(f) of the NASDAQ OMX Savings Plan or
Section 4.05(e) of the PHLX Savings Plan, as the case may be),
and
(b) to the extent that the amount of
the Employer Retirement Contribution which would have been made on
behalf of such Employee under (i) the NASDAQ OMX Savings Plan
for such Plan Year is reduced pursuant to the provisions of
Section 4.05(f) of the NASDAQ OMX Saving Plan or (ii) the
PHLX Savings Plan for such Plan Year is reduced pursuant to the
provisions of Section 4