Exhibit 10.15
CONTRACT OF
EMPLOYMENT
This contract, the terms and
conditions of employment set out in the local Employee Guide in
force from time to time (the “ Employee Guide ”)
and the other documents referred to below constitute your principal
terms and conditions of employment with LIFFE
Administration & Management (the “ Company
”).
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1.
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Employee’s Name: Garry Jones
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You are employed by the Company
which is part of the NYSE Euronext Group of companies.
For the purposes of this document a
“ NYSE Euronext Group Company ” means any
company referred to in the Annual Report and Accounts of NYSE and
those of Euronext, and of the NYSE Euronext group from 2008
onwards, and any other company which could reasonably be expected
to be part of the NYSE Euronext group of companies.
Your new position will commence on
1 May 2009. Your period of continuous employment with the
Company for statutory purposes commenced on 1 August
2007.
Your job title is Group Executive
Vice President and Head of Global Derivatives reporting to the
Chief Executive Officer. However, the nature of the Company’s
business demands that you are flexible in your approach to work and
you will be expected to undertake such other duties appropriate to
your status as may be allocated to you.
You will be based at the
Company’s offices at Cannon Bridge House, 1 Cousin Lane,
London EC4R 3XX. You may be required to work at such other
locations within Greater London from which the Company or any NYSE
Euronext Group Company may operate from time to time.
Garry Jones
1
You warrant that you are entitled to
work in the United Kingdom without any additional approvals and
that you will notify the Company immediately if you cease to be so
entitled at any time during your employment with the
Company.
Your basic salary
will be £450,000 per annum (less appropriate tax and
other statutory deductions), which shall accrue day to day and be
paid monthly in arrears in twelve equal amounts, normally on or
about the 25 th day of each month through the
payroll.
Your salary will be reviewed
annually. There will be no review of salary after notice has been
given by either party to terminate your employment.
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6.
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Annual
Performance Bonus
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An annual discretionary bonus may be
payable at a level commensurate with your position of Group
Executive Vice President. Bonuses are normally paid in January each
year following audit and board clearance of the annual results (the
“normal bonus payment date”) but this date may vary
from time to time.
The bonus referred to above is
subject to:
(a) there being no disciplinary
actions or investigations underway at the normal bonus payment date
in connection with:
(i) a breach of the NYSE Euronext
Code of Conduct, or
(ii) your obligations under this
contract, or
(iii) the published terms and
conditions of employment that apply to employees of NYSE Euronext
in the U.K;
(b) your remaining in the employment
of NYSE Euronext and not having given or received notice of
termination of employment (for whatever reason) on the normal bonus
payment date.
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7.
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Long Term
Incentive Plan
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In the event that the board of the
NYSE Euronext Group of companies decides to operate a Long Term
Incentive Plan (LTIP) in 2010 you will be eligible to participate
in any such plan subject to the rules of the plan for that
year.
If the board of the NYSE Euronext
Group of companies decides that no such plan is to be operated in
2010 you will not be eligible to participate and you will not be
entitled to any compensation or substitution.
Garry Jones
2
Your employer will at all times
remain Liffe Administration and Management Limited and any
participation in any LTIP will not create or imply any employment
relationship with the grantor company or any other company within
the NYSE Euronext Group. Please note also that all and any tax
liability arising from or connected to any participation in any
LTIP will remain at all times your sole responsibility.
The offer of participation in any
LTIP will always be subject to the rules of the applicable plan and
any subsequent award does not guarantee continued employment or
prejudice Liffe Administration and Management Limited’s right
to terminate employment for any reason. Any restricted stock
award shall not form part of your contract of employment with Liffe
Administration and Management Limited or count as salary or
remuneration for pension or any other purposes (except as may be
required by applicable tax laws) and no compensation will be
payable as a result of any losses under or connected with the
plan or restricted stock rights on termination of employment for
whatever reason (whether lawful or unlawful) except as may be
specified in the plan rules.
Participation in any LTIP is subject
to there being no disciplinary actions or investigations underway
at the date of commencement of the LTIP in connection
with:
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i.
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a breach of the
NYSE Euronext Code of Conduct, or
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ii.
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your
obligations under this contract, or
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iii.
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the published
terms and conditions of employment that apply to employees of NYSE
Euronext Group Companies in the U.K;
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and to your remaining in the
employment of a NYSE Euronext Group Company and not having given or
received notice of termination of employment (for whatever reason)
on the date of commencement of the LTIP and for the duration of
that LTIP.
You will be entitled to membership
of the following schemes:
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the LIFFE Retirement Benefits
Plan (a pension scheme for employees aged 18 or over);
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a private medical insurance
scheme;
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•
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a life assurance scheme under
which a lump sum may be payable on your death whilst employed by
the Company; and
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Garry Jones
3
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a salary continuance on long term
disability insurance scheme (i.e. Permanent Health
Insurance).
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•
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An ongoing health check with the
Company’s nominated provider every two years commencing in
2009.
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All of the above benefits are
provided subject to the terms of the relevant schemes and of the
relevant insurance provider. Further details of these benefits are
contained in the Employee Guide. The LIFFE Retirement Benefits Plan
is not a contracted out scheme for the purposes of the Pensions Act
1993.
The Company also makes available an
interest-free loan for the purchase of an annual season ticket for
travel between home and office.
In circumstances where the scheme
provider refuses for any reason whatsoever to provide any benefits
to you, the Company shall not be liable to provide any benefits or
any compensation in lieu thereof or take any action to enforce the
provision of such benefits. In addition, in the event that you
request that the Company take any action against any of the scheme
providers in relation to the provision of such benefits and the
Company agrees to do so, you agree to reimburse the Company for the
reasonable costs incurred by it in taking such action including any
legal fees.
Your normal working hours are 9:00
a.m. to 5:30 p.m., Monday to Friday with one hour per day for
lunch. However, you are required to work such extra hours as may be
reasonably required to perform your duties. You may also be
required to work public holidays. The details applying to public
holidays are set out in the Employee Guide.
You are entitled to 30 days’
paid holiday each holiday year in addition to UK public and bank
holidays. The Company holiday year is based on the calendar year.
The rules and procedures concerning holiday entitlement are set out
in the Employee Guide.
If at any time money is owed and
payable by you to the Company, whether under your contract of
employment or otherwise, it is agreed that the Company may deduct
the sum or sums owed to it from any sums payable to you from the
Company. Such deductions will only be made after you are notified.
It is also agreed by you that you may be required to repay any such
sum owing (or the balance remaining following such deductions as
the Company thinks fit) either immediately or on terms otherwise
acceptable to the Company.
Garry Jones
4
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12.
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Sickness
Absence and Sickness Pay
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The Company’s current rules
and procedures regarding absence from work due to sickness, injury
or incapacity, including payment, are set out in the Employee
Guide. It is an important term of your employment that you comply
in full with the sickness/injury/incapacity rules and
procedures.
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13.
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Termination
of Employment
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The period of notice required to
terminate your employment will be twelve months on either
side.
In the case of gross misconduct, or
if you cease to be entitled to work in the United Kingdom in
accordance with the Asylum and Immigration Act 1996, the Company
reserves the right to dismiss you at any time without notice and/or
payment in lieu of notice.
The Company reserves the right in
its absolute discretion to give you pay in lieu of all or any part
of the notice of termination (whether given by the Company or by
you) in full and final settlement of all claims. A dismissal
without notice per se shall not constitute or imply an election
under this clause. For this purpose, you agree that pay in lieu
will consist of the basic salary excluding benefits for the
relevant period of notice (after deducting income tax and National
Insurance contributions) and will exclude any bonus, commission or
share of profit (if relevant) and any other emolument referable to
your employment.
During any period after notice of
termination of this contract has been given the Company may suspend
any of your powers and duties under this contract, and may exclude
you from its premises or the premises of any NYSE Euronext Group
Company and require you not to have contact with any employees,
customers, members, clients of members or suppliers of the Company
or any NYSE Euronext Group Company and refrain from accessing any
computer or other data or similar system of the Company or any NYSE
Euronext Group Company (whether directly or indirectly). Throughout
any such period of suspension, your salary and other benefits will
continue to be paid or provided by the Company. For the avoidance
of doubt, during such period you shall continue to be bound by the
same obligations to the Company as were owed prior to the
commencement of the period including for the avoidance of doubt the
duty of good faith and fidelity.
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14.
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Restrictions
during your Employment
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You agree to comply with all the
Company’s codes, rules, regulations, policies and procedures
and any such code, practice, rules or regulations of any
Garry Jones
5
association or professional body to
which the Company or any relevant NYSE Euronext Group Company
and/or you belong from time to time and the rules, principles and
regulations of any relevant regulatory authority.
During your employment you agree
that you will not in competition with the Company or any NYSE
Euronext Group Company:
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(a)
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deal with,
canvass, solicit or endeavour to take away from the Company or any
NYSE Euronext Group Company, whether directly or indirectly and
whether on your own behalf or on behalf of any other person, firm,
company or other entity any customers or prospective customers;
or
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(b)
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directly or
indirectly solicit or entice away from or endeavour to entice away
from the Company or any NYSE Euronext Group Company any individual
employed or engaged by the Company or any NYSE Euronext Group
Company; or
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(c)
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directly or
indirectly make preparations to compete with any business carried
on by the Company or any NYSE Euronext Group Company.
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Notwithstanding the general
provisions of this clause 14, you agree that you must obtain in
writing from the Chief Executive of the Company approval of any
directorships, trusteeships, outside employment or financial
interest that you may wish to pursue during your employment with
the Company.
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15.
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Confidential
Information and Company Property
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During the course of your employment
you may acquire, receive, develop, create, gain access to or come
into contact with trade secrets and confidential information
concerning the technology, business, products, activities and
finances of the Company and/or other NYSE Euronext Group Companies.
You acknowledge that such confidential information includes,
without limitation, the following items in whatever form (including
oral, visual or electronic):
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(a)
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any invention,
idea, discovery or work developed, discovered or created by you or
with your assistance during the course of your employment including
in the course of carrying out your duties (whether your normal
duties or duties specifically assigned to you) (“ Employee
Material ”), technical or scientific information, details
of research projects and plans, res
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