EXHIBIT 10.1
Xxxxxxxx X. Xxxxxx
Chairman
[NYSE GROUP LOGO] NYSE Group. Inc. | 00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
t 212.656.2277 | f 212.656.4535
xxxxxxx@xxxx.xxx
December 7, 2006
Xx. Xxxx X. Xxxxx
Chief Executive Officer
NYSE Group, Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: COMPENSATION ARRANGEMENT -- AMENDMENT TO PRIOR LETTER AGREEMENTS
Dear Xxxx:
By this letter, we are amending your January 15,2004 letter agreement with the
New York Stock Exchange, Inc. ("Exchange"), copy attached, as amended by your
December 1, 2004 letter agreement with the Exchange, copy also attached,
effective as of the opening of business on April 17, 2006, as follows:
1. DECEMBER 1, 2004 LETTER AGREEMENT. The non-qualified deferred
compensation arrangement memorialized in the December 1,2004 letter agreement
(the "2004 Deferral Letter") shall be discontinued effective December 31, 2006
but without distribution of such amounts to you. Effective January 1, 2007, the
amounts credited to the "book entry" account established under the 2004 Deferral
Letter shall be credited to a new "book entry" account to be established for you
under the New York Stock Exchange, Inc. Supplemental Exchange Savings Plan
("SESP") and any assets held in the rabbi trust established pursuant to the 2004
Deferral Letter shall be transferred to the rabbi trust established for the
SESP. The SESP will be amended to reflect this transfer and its terms and
conditions will govern the distribution of all transferred amounts and will
supersede the distribution provisions set forth in the 2004 Deferral Letter. It
is intended that such change in distribution provisions constitutes a change
permitted pursuant to Q&A-19(c) of IRS Notice 2005-1, as modified by Proposed
Treasury Regulation Section 1.409A-2. In connection with the foregoing, you
agree that you will execute SESP enrollment and distribution election forms
prior to December 31,2006. Effective on the date the transfer occurs, the 2004
Deferral Letter shall terminate.
2. JANUARY 15,2004 LETTER AEREEMENT. The January 15, 2004 letter agreement is
amended:
(i) To change all references to the "Exchange" to the "NYSE Group, Inc.",and
the reference to the "Regulatory Oversight & Regulatory Budget Committee of
the Board" to the "Board of Directors of NYSE Regulation, Inc."
(ii) To substitute for its third paragraph, the following three paragraphs:
"I understand that, unless otherwise increased in the future in the sole
discretion of the Board, my annual compensation while I am employed by the
NYSE Group, Inc. will consist of (1) a base salary of $750,000 and (2) a
performance-based
incentive compensation consisting of a cash bonus with a target of $2.0
million and an equity award with a target of $3.25 million. The
performance-based incentive cash bonus award will be granted to me under
the NYSE Group, Inc. Annual Performance Bonus Plan with respect to the 2006
and 2007 calendar years and the equity awards, in the form to be determined
by the Compensation Committee, in its sole discretion, will be granted to
me under the NYSE Group, Inc. 2006 Stock Incentive Plan; for periods
thereafter, the performance-based incentive cash bonus and equity awards
will be awarded to me under the respective performance-based cash bonus
plan and equity plan to be adopted by NYSE Group, Inc. and submitted to its
stockholders for approval in 2008.
Except as otherwise provided in this letter agreement, beginning January
1,2007, I will participate in any welfare, pension and other employee
benefit fringe benefit or perquisite plans, programs or arrangements as the
NYSE Group, Inc. shall, in its discretion, maintain, contribute to or
sponsor for the benefit of other employees of the NYSE Group, Inc. from
time to time on a basis no less favorable than is provided to any other
senior executive of the NYSE Group, Inc. subject to the terms and
conditions of such plans, programs or arrangements. Notwithstanding the
foregoing sentence, it is agreed that I may participate in the New York
Stock Exchange, Inc. Employee Savings Plan effective immediately for
purposes of making a rollover contribution to the plan, subject to the
terms and conditions of the plan. To the extent applicable, for purposes of
benefit eligibility under the foregoing plans, my original January 15,2004
date of hire shall be used; however, I will not receive any service credit
for the period prior to April 17,2006, under any current NYSE Group, Inc.
retirement plan or any past New York Stock Exchange, Inc. retirement plan.
I also understand that the NYSE Group, Inc. will employ my existing
executive assistant and driver, or another assistant and/or driver of my
choosing, on commercially reasonable terms."
If you agree, please sign below and return this letter to Xxxxxxxx X. Xxxxxx.
Thank you
Sincerely yours,
/s/ Xxxxxxxx X. Xxxxxx
Accepted and Agreed:
/s/ Xxxx X. Xxxxx
----------------------
Xxxx X. Xxxxx
Date: December 14, 2006
