This excerpt taken from the NDAQ DEF 14A filed Apr 3, 2009.
Greifeld Employment Agreement
On December 13, 2006, NASDAQ OMXs board of directors and management compensation committee approved the terms and conditions of Mr. Greifelds 2007 employment agreement.
The agreement has an initial term ending on December 31, 2010. The agreement will automatically extend for one-year renewals thereafter unless either party, at least 180 days prior to the expiration of the initial term or a renewal period, gives notice of its intent not to extend the agreement.
The agreement provides for:
Under the agreement, Mr. Greifeld will be granted a performance share unit award for 80,000 units (with each unit representing one share of the companys common stock) annually for four years beginning in 2007. Each annual award will be subject to a three-year performance period and will be payable only if Mr. Greifeld is still employed by the company at the end of each respective performance period. For example, the award granted in 2007 is subject to a performance period from January 2007 through December 2009. At the end of a performance period, Mr. Greifeld may earn from 0% to 150% of the 80,000 units granted, depending upon the attainment of performance goals established by the management compensation committee.
Under the terms of his original employment agreement, which remain in place under the 2007 employment agreement, Mr. Greifeld became fully vested in his retirement benefits under the companys SERP when he attained four years of service with the company on May 12, 2007. Mr. Greifeld is entitled to other benefits on the same basis as benefits generally made available to other executives, including participation in the Pension Plan.
The agreement contains restrictive covenants, including covenants requiring Mr. Greifeld to maintain the confidentiality of NASDAQ OMXs proprietary information and to refrain from disparaging NASDAQ OMX. The agreement also prohibits Mr. Greifeld from soliciting NASDAQ OMX employees or rendering services to a competing entity for a period of two years following the date of termination of employment. To receive change of control payments and benefits under the agreement, Mr. Greifeld must execute a general release of claims against NASDAQ OMX. In addition, the change of control payments and benefits are generally subject to discontinuation in the event Mr. Greifeld breaches the restrictive covenants.
For further information about Mr. Greifelds amended and restated employment agreement, see Executive CompensationPotential Payments Upon Termination or Change in Control.