This excerpt taken from the NDAQ 8-K filed Dec 19, 2006.
(e)(i) New Employment Agreement with President and CEO
On December 13, 2006, Nasdaqs board of directors approved the terms and conditions of an amended and restated employment agreement to be entered into between Nasdaq and Robert Greifeld, our President and CEO. Nasdaq and Mr. Greifeld expect to enter into the amended and restated employment agreement as soon as possible.
The agreement will have 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 will provide for:
Under the agreement, Mr. Greifeld will be granted 80,000 performance share units annually for four years. The first annual grant will be effective in the first quarter of 2007. Each annual grant will be subject to continued employment and a three-year performance period. For example, the 80,000 units granted in the first quarter of 2007 will be subject to a performance period from January 2007 until December 2009. At the end of a performance period, Mr. Greifeld may earn from 0% to 150% of the 80,000 shares granted, depending upon the attainment of goals established by the Management Compensation Committee. In order to secure the tax deductibility of payments made pursuant to the grant under Section 162(m) of the Internal Revenue Code of 1986, as amended, the grant of performance shares to Mr. Greifeld will be conditioned upon and subject to approval by Nasdaqs shareholders of performance-related criteria and related amendments to the Nasdaq Stock Market Inc. Equity Incentive Plan (Equity Plan). Such approval will be sought in 2007.
Under his current employment agreement, Mr. Greifeld is fully vested in his supplemental retirement benefits under Nasdaqs Supplemental Executive Retirement Plan (SERP) upon the later of his attainment of age 49 while employed by Nasdaq and his completion of four years of service.
If Mr. Greifelds employment is terminated without cause by Nasdaq, or for good reason by Mr. Greifeld, he will be entitled to a severance amount equal to his:
In addition, Mr. Greifelds vested options would remain exercisable for 36 months, his unvested options would continue to vest for 30 months subject to restrictive covenants and his performance share units would continue to vest subject to the attainment of performance goals and restrictive covenants.
If Mr. Greifelds employment is terminated within two years after a change in control, without cause by Nasdaq or for good reason by Mr. Greifeld, he will be entitled to a severance amount equal to:
Mr. Greifeld would also receive a modified excise tax reimbursement and gross up limited to 300% of one years annual base salary and bonus; however, if his severance payments are less than 330% of the base amount as defined under Section 280G of the Internal Revenue Code, the severance payments would be reduced to an amount that would not trigger tax.