Exhibit 10.13.2
AMENDMENT NO. 2 TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT (the “
Amendment ”) is entered as of December 31, 2008,
by and between The NASDAQ OMX Group, Inc. (the “
Company ”) and Edward Knight (the
“Executive”) .
WHEREAS, the Executive and the
Company (f/k/a/ The Nasdaq Stock Market, Inc.) entered into an
employment agreement, dated as of December 29, 2000, as
subsequently amended by Amendment Number One, effective as of
February 1, 2002 (the “ Agreement ”);
and
WHEREAS, the Executive and the
Company now desire to amend the Agreement so as to reflect the
provisions of Section 409A of the Internal Revenue Code and
the final regulations issued thereunder, which amendment is to be
effective as of December 31, 2008.
NOW, THEREFORE, in consideration of
the premises and mutual covenants herein and for other good and
valuable consideration, the parties hereby amend the provisions of
the Agreement, as set out below. Except to the extent so amended,
all of the provisions of the Agreement shall remain in full force
and effect in accordance with their terms.
The Agreement is hereby amended, as
follows:
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1.
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The second
sentence of Section 3 thereof is amended and restated, as
follows:
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Base Salary shall be payable in
regular installments in accordance with the Company’s usual
payroll practices as in effect from time to time (but no less
frequently than monthly).
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2.
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The last
sentence of Section 4 is amended and restated, as
follows:
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Incentive
Compensation for each calendar year shall be paid in the following
calendar year, at the same time as the Company pays Incentive
Compensation awards to other executives, but in no event later than
the March 1 st following the calendar year with
respect to which the Incentive Compensation relates.
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3.
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Section 5(b) is amended and restated, as
follows:
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(b) SERP Enhancements . The
Executive shall be entitled to continue to participate in The
NASDAQ OMX Group, Inc. Supplemental Executive Retirement Plan, as
amended and restated effective as of December 31, 2008
(formerly, the Nasdaq Stock Market, Inc. Supplemental Executive
Retirement Plan, the “SERP”). Notwithstanding any term
or condition contained in the SERP to the contrary:
(i) Section 5.1 of the SERP
shall be applied as if the age and service requirements stated
therein were age 55 and five (5) years of service rather than
age 55 and ten (10) years of service. Accordingly, the
Executive shall be 100% vested in his accrued SERP benefit upon the
later of his attainment of age 55 while employed and his completion
of five (5) years of service.
(ii) Section 5.1 of the SERP
shall be applied as if the age and service requirements stated
therein were satisfied upon the Executive’s termination of
employment prior to the end of the Employment Term (x) on
account of his death or Disability (as defined in Section 9(b)
hereof), (y) by the Company without Cause pursuant to
Section 9(c) hereof, or (z) by the Executive for Good
Reason pursuant to Section 9(c) hereof. Accordingly, under
such circumstances the Executive shall be 100% vested in his SERP
benefit even if his employment terminates prior to his attaining
age 55 and having completed five (5) years of service with the
Company.
(iii) The death benefit provided in
Sections 8.1 and 8.2 of the SERP shall become payable if the
Executive dies before his SERP benefit commences, but after having
satisfied the requirements of Section 5.1 of the SERP as
modified by Section 5(b)(i) or (ii) (and if the foregoing
conditions are satisfied, such death benefit will be payable even
if the Executive’s death occurs after he has left employment
with the Company with vested SERP rights, but before the SERP
benefit commences).
(iv) Sections 6.4 and 7.4 of the
SERP (relating to early retirement) shall apply only if the
Executive has at least five (5) years of service; provided,
that this special rule shall not permit the Executive’s SERP
benefit to start earlier than age 55.
(v) The special provisions of this
Section 5(b) shall not accelerate the rate at which the SERP
benefit accrues
