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Exhibit
10.4
LTIP — 2006 Stock Incentive
Plan
RESTRICTED STOCK UNIT
AGREEMENT
PURSUANT TO
THE
NYSE
EURONEXT 2006 STOCK INCENTIVE PLAN 1
This Agreement (the
“Agreement”) entered into on this
day of
, 2008, by and between the NYSE Euronext (the
“Company”) and
(the “Participant”).
W I T
N E S S E T H
:
WHEREAS , the Company has adopted
the NYSE Euronext 2006 Stock Incentive Plan, (the
“Plan”), which is administered by a committee appointed
by the Company’s Board of Directors (the
“Committee”); and
WHEREAS , pursuant to
Section 10.1 of the Plan, the Committee may grant Restricted
Stock Units to the Participant, as an Eligible Employee, as such
term is defined in the Plan.
NOW, THEREFORE , for and in
consideration of the mutual promises herein contained, and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as
follows:
1. Grant of Restricted Stock
Units.
Subject to the restrictions and other
conditions set forth herein, the Committee has authorized this
grant of
Restricted Stock Units (“RSUs”) to the Participant on
, 2008 (the “Grant Date”).
2. Vesting and
Distribution.
(a) The RSUs shall vest, in
full, on the third (3 rd ) anniversary of the Grant Date (hereinafter, the
“Vesting Date”) provided that the Participant has not
had a Termination at any time prior to the Vesting Date. Subject to
the provisions of Section 2(c) below, no vesting shall occur
prior to the Vesting Date.
(b) Subject to the provisions of
Section 2(c) below, following the Vesting Date, the Company
shall distribute to the Participant, one share of Common Stock for
each RSU granted hereunder, subject to such share adjustment as may
be required under Article IV of the Plan. Upon such delivery of
shares of Common Stock, all obligations of the Company with respect
to the RSUs granted hereunder shall be deemed satisfied.
(c) Notwithstanding the foregoing
provisions, upon the earliest to occur of a Termination of
Employment by the Participant as a result of an Involuntary
Termination (as defined herein), Disability or death, the number of
RSUs determined by application of the fraction set forth herein
shall immediately become fully vested and shall be distributed to
the Participant (or, in
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1
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This form of Restricted Stock
Unit Agreement (“RSU Agreement”) relates to the RSU
Agreements used pursuant to the 2006 Stock Incentive Plan for
participants in each of Belgium, China, France, the Netherlands,
Portugal, the United Kingdom and the United States.
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the event of death, to his estate) as
soon as practicable but in any event no later than 90 days
following such Termination in the manner described in
Section 2(b) above and otherwise in accordance with the terms
of the Plan. The number of the RSUs that shall fully vest pursuant
to this Section 2(c) shall be the product of
(A) multiplied by (B) where (A) is the total number
of RSUs set forth in Section 1 above and (B) is a
fraction, the numerator of which shall be the total number of full
calendar months of employment or directorship service (as
applicable) completed by the Participant with the Company (or an
Affiliate) as of the Participant’s Termination and the
denominator of which is 36. For purposes of this Agreement and the
Plan, the term “Involuntary Termination” shall mean the
termination of the Participant’s employment by the Company or
an Affiliate, without Cause, and pursuant to a formal division,
department or organization-wide reduction in force. The Committee
shall have the discretion to determine whether the
Participant’s employment has been terminated pursuant to an
Involuntary Termination for purposes of the Plan and this
Agreement. The Committee’s decision shall be final and
binding on the Participant, the Company, its Affiliates and all of
their respective successors and assigns.
3. Termination of
Employment.
In the event of a Participant’s
Termination, subject to the special vesting rules in
Section 2(c) above, all RSUs granted to such Participant
hereunder shall automatically be forfeited. Notwithstanding any
contrary provision contained herein, in the event of a
Participant’s Termination for Cause, all RSUs, whether or not
vested, shall be forfeited.
[4. Holding
Period.
Following the vesting of RSUs
hereunder, if any, the Participant shall hold the shares of Common
Stock for a period of at least two years following suc
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