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CONTRACT OF EMPLOYMENT

Employee Retention Agreement

CONTRACT OF EMPLOYMENT | Document Parties: NYSE EURONEXT | LIFFE Administration & Management You are currently viewing:
This Employee Retention Agreement involves

NYSE EURONEXT | LIFFE Administration & Management

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Title: CONTRACT OF EMPLOYMENT
Date: 5/11/2009
Industry: Investment Services     Sector: Financial

CONTRACT OF EMPLOYMENT, Parties: nyse euronext , liffe administration & management
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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 ”).

 

1.

Employee’s Name: Garry Jones

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.

 

2.

Date of Commencement

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.

 

3.

Position

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.

 

4.

Place of Work

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

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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.

 

5.

Basic Salary

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.

 

6.

Annual Performance Bonus

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.

 

7.

Long Term Incentive Plan

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:

 

 

  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 Group Companies in the U.K;

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.

 

8.

Benefits

You will be entitled to membership of the following schemes:

 

 

 

the LIFFE Retirement Benefits Plan (a pension scheme for employees aged 18 or over);

 

 

 

a private medical insurance scheme;

 

 

 

a life assurance scheme under which a lump sum may be payable on your death whilst employed by the Company; and

 

Garry Jones

3


 

 

a salary continuance on long term disability insurance scheme (i.e. Permanent Health Insurance).

 

 

 

An ongoing health check with the Company’s nominated provider every two years commencing in 2009.

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.

 

9.

Hours

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.

 

10.

Holiday

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.

 

11.

Deductions from Pay

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


12.

Sickness Absence and Sickness Pay

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.

 

13.

Termination of Employment

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.

 

14.

Restrictions during your Employment

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

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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:

 

 

(a)

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

 

 

(b)

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

 

 

(c)

directly or indirectly make preparations to compete with any business carried on by the Company or any NYSE Euronext Group Company.

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.

 

15.

Confidential Information and Company Property

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):

 

 

(a)

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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