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THE NASDAQ OMX GROUP, INC. SUPPLEMENTAL EMPLOYER RETIREMENT CONTRIBUTION PLAN

Employee Benefits Plan Agreement

THE NASDAQ OMX GROUP, INC. 

 

SUPPLEMENTAL EMPLOYER RETIREMENT 

 

CONTRIBUTION PLAN | Document Parties: NASDAQ OMX GROUP, INC. | NASDAQ OMX PHLX, Inc | Nasdaq Stock Market, Inc You are currently viewing:
This Employee Benefits Plan Agreement involves

NASDAQ OMX GROUP, INC. | NASDAQ OMX PHLX, Inc | Nasdaq Stock Market, Inc

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Title: THE NASDAQ OMX GROUP, INC. SUPPLEMENTAL EMPLOYER RETIREMENT CONTRIBUTION PLAN
Governing Law: New York     Date: 2/27/2009
Industry: Investment Services     Sector: Financial

THE NASDAQ OMX GROUP, INC. 

 

SUPPLEMENTAL EMPLOYER RETIREMENT 

 

CONTRIBUTION PLAN, Parties: nasdaq omx group  inc. , nasdaq omx phlx  inc , nasdaq stock market  inc
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Exhibit 10.7

 

THE NASDAQ OMX GROUP, INC.

 

SUPPLEMENTAL EMPLOYER RETIREMENT

 

CONTRIBUTION PLAN

 

Amended and Restated as of December 17, 2008


TABLE OF CONTENTS

 

 

  

 

  

 

  

Page

1.

  

DEFINITIONS

  

1

  

1.1.

  

“Account”

  

1

  

1.2.

  

“Beneficiary”

  

1

  

1.3.

  

“Effective Date”

  

1

  

1.4.

  

“Employee”

  

1

  

1.5.

  

“Employer Retirement Contribution Shortfall”

  

1

  

1.6.

  

“Participant”

  

2

  

1.7.

  

“Plan”

  

2

  

1.8.

  

“Plan Administrator”

  

2

  

1.9.

  

“Separation from Service”

  

2

2.

  

PLAN PARTICIPATION; CREDITS TO PARTICIPANT ACCOUNTS; NATURE OF ACCOUNTS

  

2

  

2.1.

  

Establishment of Accounts; Credits to Accounts.

  

2

  

2.2.

  

Nature of Accounts; Claim to Assets.

  

3

3.

  

ADJUSTMENT TO ACCOUNTS

  

3

  

3.1.

  

Earnings Adjustments.

  

3

  

3.2.

  

Account Statements.

  

3

4.

  

VESTING

  

3

  

4.1.

  

Full Vesting.

  

3

5.

  

IN-SERVICE DISTRIBUTIONS AND LOANS

  

4

  

5.1.

  

No Distributions or Loans.

  

4

6.

  

BENEFITS

  

4

  

6.1.

  

Form, Timing and Amount of Benefits.

  

4

  

6.2.

  

Withholding of Taxes.

  

4

7.

  

NON-ASSIGNABILITY CLAUSE

  

4

  

7.1.

  

General Provision.

  

4

  

7.2.

  

Exception for Certain Court Orders.

  

4

8.

  

ADMINISTRATION

  

5

  

8.1.

  

Plan Administrator.

  

5

  

8.2.

  

Administration Procedures.

  

5

  

8.3.

  

Claim Procedures.

  

5

  

8.4.

  

Plan Expenses.

  

6

9.

  

AMENDMENT OR TERMINATION OF PLAN

  

6

  

9.1.

  

Right to Amend.

  

6

 

i


  

9.2.

  

Right to Terminate.

  

6

  

9.3.

  

Status of the Plan Under ERISA Automatic Termination.

  

7

  

9.4.

  

Effect of Termination.

  

7

10.

  

MISCELLANEOUS

  

7

  

10.1.

  

No Contract of Employment.

  

7

  

10.2.

  

No Impact on Terms and Conditions of Employment.

  

8

  

10.3.

  

Severability of Provisions.

  

8

  

10.4.

  

Relationship to Other Benefits.

  

8

  

10.5.

  

Heirs, Assigns and Personal Representatives.

  

8

  

10.6.

  

Headings and Captions.

  

8

  

10.7.

  

Gender and Number.

  

8

  

10.8.

  

Payments to Minors, etc.

  

8

  

10.9.

  

Method of Payment of Benefits.

  

8

  

10.10.

  

Limitation on Benefits.

  

8

  

10.11.

  

Payment of Benefits.

  

8

  

10.12.

  

Protection of the Plan Administrator.

  

9

  

10.13.

  

No Third Party Beneficiaries.

  

9

  

10.14.

  

Governing Law.

  

9

  

10.15.

  

Nonqualified Deferred Compensation Plan Omnibus Provision.

  

9

 

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.


1.

DEFINITIONS

 

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


 
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