MISCELLANEOUS PROVISIONS for NASDAQ_OMX

Send us Feedback

NASDAQ OMX Group (NDAQ)

	SUMMARY

	BULLS

	BEARS

	TOPICS

	DATA CENTRAL

	STOCK CHART

	SEC FILINGS

	BALANCE

	INCOME

	CASH FLOW

NDAQ » Topics » MISCELLANEOUS PROVISIONS

These excerpts taken from the NDAQ 10-K filed Feb 27, 2009.

MISCELLANEOUS PROVISIONS

11.1	Amendment.

(a)

The Company retains the right to amend the Plan in any respect (including retroactively) to the maximum extent permitted by Section 409A of the Code and other applicable laws, which right includes the right to terminate any Participant’s participation in the Plan in any manner (including retroactively) to the maximum extent permitted by Section 409A of the Code and other applicable laws. Notwithstanding the foregoing, no such amendment may reduce a Participant’s benefits otherwise determined under Sections 6.3 and 7.3 or a Beneficiary’s Preretirement Survivor’s Benefit below the amount to which the Participant or his or her Beneficiary would be entitled (if any) if, immediately before the amendment is adopted, such Participant had a Termination of Employment. For this purpose, the amount of a Participant’s benefits otherwise determined under Sections 6.3 and 7.3 or of a Beneficiary’s Preretirement Survivor’s Benefit that may not be reduced by a plan amendment shall be determined as if, immediately before the amendment is adopted, the Participant had had a Termination of Employment for all purposes (including, for example and without limitation, determining such Participant’s Career Average Compensation and Base Compensation and determining eligibility for a Preretirement Survivor’s Benefit); provided, however, that such Participant’s Pension Plan Accrued Benefit and Primary Social Security Benefit shall be determined without regard to such deemed Termination of Employment

(b)

Any amendment to the Plan described in subsection (a) shall be binding on all Employers, Participants, Beneficiaries, and other persons.

11.2	Termination.

(a)

The Company reserves the right to terminate the Plan at any time (including retroactively) to the maximum extent permitted by Section 409A of the Code and other applicable laws. Notwithstanding the foregoing, no termination shall, without the consent of the Participant, reduce a Participant’s benefits otherwise determined under Sections 6.3 and 7.3 or a Beneficiary’s Preretirement Survivor’s Benefit below the amount to which the Participant or his or her Beneficiary would be entitled (if any) if, immediately before the amendment terminating the Plan is adopted, such Participant had a Termination of Employment. For this purpose, the amount of a Participant’s benefits otherwise determined under Sections 6.3 and 7.3 or of a Beneficiary’s Preretirement Survivor’s Benefit that may not be reduced by a plan amendment shall be determined as if, immediately before the amendment terminating the Plan is adopted, the Participant had a Termination of Employment for all purposes (including, for example and without limitation,

determining such Participant’s Career Average Compensation and Base Compensation and determining eligibility for a Preretirement Survivor’s Benefit); provided, however, that such Participant’s Pension Plan Accrued Benefit and Primary Social Security Benefit shall be determined without regard to such deemed Termination of Employment.

(b)

Any termination of the Plan described in subsection (a) shall be binding on all Employers, Participants, Beneficiaries, and other persons.

(c)

The participation of an Employer in the Plan may, to the extent permitted under Section 409A of the Code, be terminated at any time by such Employer with respect to employees of such Employer. Notice of such termination shall be given to the affected Participants and the Company, and such termination of participation shall be deemed an amendment pursuant to Section 11.1 hereof. Upon any such termination, the Plan shall be deemed to be amended to reflect all necessary and appropriate changes to the Plan.

11.3

No Assignment. The Participant shall not have the power to pledge, transfer, assign, anticipate, mortgage, or otherwise encumber or dispose of in advance any interest in amounts payable hereunder or any of the payments provided for herein, nor shall any interest in amounts payable hereunder or in any payments be subject to seizure for payment of any debts, judgments, alimony, or separate maintenance, or be reached or transferred by operation of law in the event of bankruptcy, insolvency, or otherwise. This Section 11.3 shall prohibit the creation, assignment, or recognition of a right to any benefit payable with respect to a Participant or Beneficiary pursuant to a domestic relations order, unless the order is one that would be a qualified domestic relations order within the meaning of Section 414(p) of the Code if Section 414(p) applied to the Plan (“deemed qualified domestic relations order”). Notwithstanding the foregoing, a payment under a deemed qualified domestic relations order may commence at any time set forth in the order, provided that such time is not later than the date on which the amount would otherwise be payable to the Participant under the Plan.

11.4

Incapacity. If any person to whom a benefit is payable under the Plan is an infant or if the SERP Committee determines that any person to whom such benefit is payable is incompetent by reason of physical or mental disability, the SERP Committee may cause the payments becoming due to such person to be made to another for his or her benefit. Payments made pursuant to this Section 11.4 shall, as to such payment, operate as a complete discharge of the Plan, each Employer, and the SERP Committee.

11.5	Successors and Assigns. The provisions of the Plan are binding upon and inure to the benefit of each Employer, its respective successors and assigns, and the Participant and his or her beneficiaries, heirs, legal representatives, and assigns.

11.6	Governing Law. The Plan shall be subject to and construed in accordance with the laws of the State of New York, to the extent not preempted by the provisions of ERISA.

11.7

No Guarantee of Employment. Nothing contained in the Plan shall be construed as a contract of employment or deemed to give any Participant the right to be retained in the employ of the Employer or to give any Participant any equity or other interest in the assets, business, or affairs of the Employer. No Participant hereunder shall have a security interest in assets of any Employer used to make contributions or pay benefits.

11.8	Severability. If any provision of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, but the Plan shall be construed and enforced as if such illegal or invalid provision had never been included herein.

11.9

Notification of Addresses. Each Participant shall file with the Company, from time to time, in writing, the post office address of the Participant, the post office address of each Beneficiary, and each change of post office address. Any communication, statement, or notice addressed to the last post office address filed with the Company shall be binding on the Participant and each Beneficiary for all purposes of the Plan and neither the Company nor any Employer shall be obliged to search for or ascertain the whereabouts of any Participant or Beneficiary.

11.10

Bonding. The SERP Committee and all agents and advisors employed by it shall not be required to be bonded, except as otherwise required by ERISA.

11.11

Headings. The headings and subheadings in the Plan have been inserted for convenience of reference only and shall not be dispositive or controlling in construction of the provisions hereof.

11.12

Adoption of Plan by Other Employers. This Plan may be adopted by any entity through an adoption agreement signed by the Company and by such entity.

11.13

Indemnity. To the extent permitted by law, the Employers shall and do hereby jointly and severally indemnify and hold harmless any of their officers and employees, any member of their governing bodies, and each member of the SERP Committee from any and all claims, demands, suits, or proceedings, for liability, loss, damage, penalty, or tax (including payment of legal fees and expenses in connection with defense against same) brought by any Participant, Beneficiary, or any other person, corporation, governmental agency, or other entity arising, from any act or failure to act which constitutes or is alleged to constitute a breach of such individual’s responsibilities under any law; provided, however, that such indemnification shall not apply to any willful misconduct, willful failure to act, or gross negligence. Reasonable expenses incurred in defending any such claim, demand, suit, or proceeding shall be paid by the Employers in advance of a final disposition of such claim, demand, suit, or proceeding, upon presentation therefore by a person who would be entitled to indemnification under the prior sentence. An Employer shall have the right to control any controversy where the Employer is required to indemnify any individual under the provisions of this Section. It is contemplated that the Employers may, if they so desire, purchase insurance to cover their potential liability hereunder.

11.14

Tax Withholding. To the extent required by law, the Employer shall withhold from payouts hereunder (or pursuant to any other arrangement with the Employer), any Federal, state, or local income or payroll taxes required to be withheld (including, but not limited to any taxes required to be withheld pursuant to the provisions of Section 409A of the Code) and shall furnish the recipient and the applicable government agency or agencies with such reports, statements, or information as ‘may be legally required.

MISCELLANEOUS PROVISIONS

11.1	Amendment.

(a)

The Company retains the right to amend the Plan in any respect (including retroactively) to the maximum extent permitted by Section 409A of the Code and other applicable laws,
which right includes the right to terminate any Participant’s participation in the Plan in any manner (including retroactively) to the maximum extent permitted by Section 409A of the Code and other applicable laws. Notwithstanding the
foregoing, no such amendment may reduce a Participant’s benefits otherwise determined under Sections 6.3 and 7.3 or a Beneficiary’s Preretirement Survivor’s Benefit below the amount to which the Participant or his or her Beneficiary
would be entitled (if any) if, immediately before the amendment is adopted, such Participant had a Termination of Employment. For this purpose, the amount of a Participant’s benefits otherwise determined under Sections 6.3 and 7.3 or of a
Beneficiary’s Preretirement Survivor’s Benefit that may not be reduced by a plan amendment shall be determined as if, immediately before the amendment is adopted, the Participant had had a Termination of Employment for all purposes
(including, for example and without limitation, determining such Participant’s Career Average Compensation and Base Compensation and determining eligibility for a Preretirement Survivor’s Benefit); provided, however, that
such Participant’s Pension Plan Accrued Benefit and Primary Social Security Benefit shall be determined without regard to such deemed Termination of Employment

SIZE="1">

(b)

Any amendment to the Plan described in subsection (a) shall be binding on all Employers, Participants, Beneficiaries, and other persons.

STYLE="margin-top:0px;margin-bottom:0px">

11.2	Termination.

(a)

The Company reserves the right to terminate the Plan at any time (including retroactively) to the maximum extent permitted by Section 409A of the Code and
other applicable laws. Notwithstanding the foregoing, no termination shall, without the consent of the Participant, reduce a Participant’s benefits otherwise determined under Sections 6.3 and 7.3 or a Beneficiary’s Preretirement
Survivor’s Benefit below the amount to which the Participant or his or her Beneficiary would be entitled (if any) if, immediately before the amendment terminating the Plan is adopted, such Participant had a Termination of Employment. For this
purpose, the amount of a Participant’s benefits otherwise determined under Sections 6.3 and 7.3 or of a Beneficiary’s Preretirement Survivor’s Benefit that may not be reduced by a plan amendment shall be determined as if, immediately
before the amendment terminating the Plan is adopted, the Participant had a Termination of Employment for all purposes (including, for example and without limitation,

determining such Participant’s Career Average Compensation and Base Compensation and determining eligibility for a Preretirement Survivor’s
Benefit); provided, however, that such Participant’s Pension Plan Accrued Benefit and Primary Social Security Benefit shall be determined without regard to such deemed Termination of Employment.

STYLE="margin-top:0px;margin-bottom:-6px">

(b)

Any termination of the Plan described in subsection (a) shall be binding on all Employers, Participants, Beneficiaries, and other persons.

STYLE="margin-top:0px;margin-bottom:-6px">

(c)

The participation of an Employer in the Plan may, to the extent permitted under Section 409A of the Code, be terminated at any time by such Employer with respect to employees
of such Employer. Notice of such termination shall be given to the affected Participants and the Company, and such termination of participation shall be deemed an amendment pursuant to Section 11.1 hereof. Upon any such termination, the Plan
shall be deemed to be amended to reflect all necessary and appropriate changes to the Plan.

11.3

No Assignment. The Participant shall not have the power to pledge, transfer, assign, anticipate, mortgage, or otherwise encumber or dispose of in advance any interest in
amounts payable hereunder or any of the payments provided for herein, nor shall any interest in amounts payable hereunder or in any payments be subject to seizure for payment of any debts, judgments, alimony, or separate maintenance, or be reached
or transferred by operation of law in the event of bankruptcy, insolvency, or otherwise. This Section 11.3 shall prohibit the creation, assignment, or recognition of a right to any benefit payable with respect to a Participant or Beneficiary
pursuant to a domestic relations order, unless the order is one that would be a qualified domestic relations order within the meaning of Section 414(p) of the Code if Section 414(p) applied to the Plan (“deemed qualified domestic
relations order”). Notwithstanding the foregoing, a payment under a deemed qualified domestic relations order may commence at any time set forth in the order, provided that such time is not later than the date on which the amount would
otherwise be payable to the Participant under the Plan.

11.4

Incapacity. If any person to whom a benefit is payable under the Plan is an infant or if the SERP Committee determines that any person to whom such benefit is payable is
incompetent by reason of physical or mental disability, the SERP Committee may cause the payments becoming due to such person to be made to another for his or her benefit. Payments made pursuant to this Section 11.4 shall, as to such payment,
operate as a complete discharge of the Plan, each Employer, and the SERP Committee.

11.5	Successors and Assigns. The provisions of the Plan are binding upon and inure to the benefit of each Employer, its respective successors and assigns, and the Participant and his or her beneficiaries, heirs, legal representatives, and assigns.

11.6	Governing Law. The Plan shall be subject to and construed in accordance with the laws of the State of New York, to the extent not preempted by the provisions of ERISA.

11.7

No Guarantee of Employment. Nothing contained in the Plan shall be construed as a contract of employment or deemed to give any Participant the right to be retained in the
employ of the Employer or to give any Participant any equity or other interest in the assets, business, or affairs of the Employer. No Participant hereunder shall have a security interest in assets of any Employer used to make contributions or pay
benefits.

11.8	Severability. If any provision of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, but the Plan shall be construed and enforced as if such illegal or invalid provision had never been included herein.

11.9

Notification of Addresses. Each Participant shall file with the Company, from time to time, in writing, the post office address of the Participant, the post office address of
each Beneficiary, and each change of post office address. Any communication, statement, or notice addressed to the last post office address filed with the Company shall be binding on the Participant and each Beneficiary for all purposes of the Plan
and neither the Company nor any Employer shall be obliged to search for or ascertain the whereabouts of any Participant or Beneficiary.

11.10

Bonding. The SERP Committee and all agents and advisors employed by it shall not be required to be bonded, except as otherwise required by ERISA.

STYLE="margin-top:0px;margin-bottom:-6px">

11.11

Headings. The headings and subheadings in the Plan have been inserted for convenience of reference only and shall not be dispositive or controlling in construction of the
provisions hereof.

11.12

Adoption of Plan by Other Employers. This Plan may be adopted by any entity through an adoption agreement signed by the Company and by such entity.

11.13

Indemnity. To the extent permitted by law, the Employers shall and do hereby jointly and severally indemnify and hold harmless any of their officers and employees, any member
of their governing bodies, and each member of the SERP Committee from any and all claims, demands, suits, or proceedings, for liability, loss, damage, penalty, or tax (including payment of legal fees and expenses in connection with defense against
same) brought by any Participant, Beneficiary, or any other person, corporation, governmental agency, or other entity arising, from any act or failure to act which constitutes or is alleged to constitute a breach of such individual’s
responsibilities under any law; provided, however, that such indemnification shall not apply to any willful misconduct, willful failure to act, or gross negligence. Reasonable expenses incurred in defending any such claim, demand,
suit, or proceeding shall be paid by the Employers in advance of a final disposition of such claim, demand, suit, or proceeding, upon presentation therefore by a person who would be entitled to indemnification under the prior sentence. An Employer
shall have the right to control any controversy where the Employer is required to indemnify any individual under the provisions of this Section. It is contemplated that the Employers may, if they so desire, purchase insurance to cover their
potential liability hereunder.

11.14

Tax Withholding. To the extent required by law, the Employer shall withhold from payouts hereunder (or pursuant to any other arrangement with the Employer), any Federal,
state, or local income or payroll taxes required to be withheld (including, but not limited to any taxes required to be withheld pursuant to the provisions of Section 409A of the Code) and shall furnish the recipient and the applicable
government agency or agencies with such reports, statements, or information as ‘may be legally required.

This excerpt taken from the NDAQ 10-K filed Feb 28, 2007.

MISCELLANEOUS PROVISIONS

8.1	Amendment.

(a) The Company retains the right to amend the Plan in any respect (including retroactively) to the maximum extent permitted by law, which right includes the right to terminate any Participant’s participation in the Plan in any manner (including retroactively) to the maximum extent permitted by law. Notwithstanding the foregoing, no such amendment may reduce a Participant’s Retirement Benefit commencing at the Participant’s Normal

Plan Document - Supplemental Executive Retirement Plan

Retirement Date or a Beneficiary’s Preretirement Survivor’s Benefit below the amount to which the Participant or his or her Beneficiary would be entitled (if any) if, immediately before the amendment is adopted, such Participant had a Termination of Employment. For this purpose, the amount of a Beneficiary’s Retirement Benefit commencing at the Participant’s Normal Retirement Date or of a Beneficiary’s Preretirement Survivor’s Benefit that may not be reduced by a plan amendment shall be determined as if, immediately before the amendment is adopted, the Participant had had a Termination of Employment for all purposes (including, for example and without limitation, determining such Participant’s Career Average Compensation and Base Compensation and determining eligibility for a Preretirement Survivor’s Benefit); provided, however, that such Participant’s Actual Accrued Benefit and Primary Social Security Benefit shall be determined without regard to such deemed Termination of Employment.

(b) Any amendment to the Plan described in subsection (a) shall be binding on all Employers, Participants, Beneficiaries, and other persons.

8.2	Termination.

(a) The Company reserves the right to terminate the Plan at any time (including retroactively) to the maximum extent permitted by law. Notwithstanding the foregoing, no termination shall, without the consent of the Participant, reduce a Participant’s Retirement Benefit commencing at the Participant’s Normal Retirement Date or a Beneficiary’s Preretirement Survivor’s Benefit below the amount to which the Participant or his or her Beneficiary would be entitled (if any) if, immediately before the amendment terminating the Plan is adopted, such Participant had a Termination of Employment. For this purpose, the amount of a Participant’s Retirement Benefit commencing at the Participant’s Normal Retirement Date or of a Beneficiary’s Preretirement Survivor’s Benefit that may not be reduced by a plan amendment shall be determined as if, immediately before the amendment terminating the Plan is adopted, the Participant had a Termination of Employment for all purposes (including, for example and without limitation, determining such Participant’s Career Average Compensation and Base Compensation and determining eligibility for a Preretirement Survivor’s Benefit); provided, however, that such Participant’s Actual Accrued Benefit and Primary Social Security Benefit shall be determined without regard to such deemed Termination of Employment.

(b) Any termination of the Plan described in subsection (a) shall be binding on all Employers, Participants, Beneficiaries, and other persons.

(c) The participation of an Employer in the Plan may be terminated at any time by such Employer with respect to employees of such Employer. Notice of such termination shall be given to the affected Participants and the Company, and such termination of participation shall be deemed an

Plan Document - Supplemental Executive Retirement Plan

amendment pursuant to Section 8.1 hereof. Upon any such termination, the Plan shall be deemed to be amended to reflect all necessary and appropriate changes to the Plan.

8.3

No Assignment. The Participant shall not have the power to pledge, transfer, assign, anticipate, mortgage, or otherwise encumber or dispose of in advance any interest in amounts payable hereunder or any of the payments provided for herein, nor shall any interest in amounts payable hereunder or in any payments be subject to seizure for payment of any debts, judgments, alimony, or separate maintenance, or be reached or transferred by operation of law in the event of bankruptcy, insolvency, or otherwise. This Section 8.3 shall prohibit the creation, assignment, or recognition of a right to any benefit payable with respect to a Participant or Beneficiary pursuant to a domestic relations order, unless the order is one that would be a qualified domestic relations order within the meaning of section 414(p) of the Code if Section 414(p) applied to the Plan (“deemed qualified domestic relations order”). Notwithstanding the foregoing, a payment under a deemed qualified domestic relations order may commence at any time set forth in the order, provided that such time is not later than the date on which the amount would otherwise be payable to the Participant under the Plan.

8.4

Incapacity. If any person to whom a benefit is payable under the Plan is an infant or if the SERP Committee determines that any person to whom such benefit is payable is incompetent by reason of physical or mental disability, the SERP Committee may cause the payments becoming due to such person to be made to another for his or her benefit. Payments made pursuant to this Section 8.4 shall, as to such payment, operate as a complete discharge of the Plan, each Employer, and the SERP Committee.

8.5	Successors and Assigns. The provisions of the Plan are binding upon and inure to the benefit of each Employer, its respective successors and assigns, and the Participant and his or her beneficiaries, heirs, legal representatives, and assigns.

8.6	Governing Law. The Plan shall be subject to and construed in accordance with the laws of the State of New York, to the extent not preempted by the provisions of ERISA.

8.7

8.8	Severability. If any provision of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, but the Plan shall be construed and enforced as if such illegal or invalid provision had never been included herein.

Plan Document - Supplemental Executive Retirement Plan

8.9

8.10	Bonding. The SERP Committee and all agents and advisors employed by it shall not be required to be bonded, except as otherwise required by ERISA.

8.11	Headings. The headings and subheadings in the Plan have been inserted for convenience of reference only and shall not be dispositive or controlling in construction of the provisions hereof.

8.12	Adoption of Plan by Other Employers. This Plan may be adopted by any entity through an adoption agreement signed by the Company and by such entity.

8.13

Indemnity. To the extent permitted by law, the Employers shall and do hereby jointly and severally indemnify and hold harmless any of their officers and employees, any member of their governing bodies, and each member of the SERP Committee, from any and all claims, demands, suits, or proceedings, for liability, loss, damage, penalty, or tax (including payment of legal fees and expenses in connection with defense against same) brought by any Participant, Beneficiary, or any other person, corporation, governmental agency, or other entity, arising from any act or failure to act which constitutes or is alleged to constitute a breach of such individual’s responsibilities under any law; provided, however, that such indemnification shall not apply to any willful misconduct, willful failure to act, or gross negligence. Reasonable expenses incurred in defending any such claim, demand, suit, or proceeding shall be paid by the Employers in advance of a final disposition of such claim, demand, suit, or proceeding, upon presentation therefore by a person who would be entitled to indemnification under the prior sentence. An Employer shall have the right to control any controversy where the Employer is required to indemnify any individual under the provisions of this Section. It is contemplated that the Employers may, if they so desire, purchase insurance to cover their potential liability hereunder.

8.14

Tax Withholding. To the extent required by law, the Employer shall withhold from payouts hereunder, any Federal, state, or local income or payroll taxes required to be withheld and shall furnish the recipient and the applicable government agency or agencies with such reports, statements, or information as may be legally required.

EXCERPTS ON THIS PAGE:

10-K (2 sections)	Feb 27, 2009

10-K	Feb 28, 2007

"MISCELLANEOUS PROVISIONS" elsewhere:

CME GROUP INC. (CME)
Markel (MKL)

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.

Mobile | Advertise | Licensing & Partnerships | Blogger Tools | Jobs

NASDAQ OMX Group (NDAQ)

NDAQ » Topics » MISCELLANEOUS PROVISIONS

EXCERPTS ON THIS PAGE:

RELATED TOPICS for NDAQ:

"MISCELLANEOUS PROVISIONS" elsewhere: