RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE NYSE GROUP, INC. 2006 STOCK INCENTIVE PLAN
Exhibit
10.1
PURSUANT
TO THE
NYSE
GROUP, INC. 2006 STOCK INCENTIVE PLAN
THIS
AGREEMENT
(the
“Agreement”) is entered into as of the 1st day of June, 2006, by and between the
NYSE Group, Inc. (the “Company”) and
________________________________________________ (the “Participant”).
Capitalized terms used but not defined in this Agreement shall have the meanings
assigned to them in the Plan.
W I T N E S S E T H:
WHEREAS,
the
Company has adopted the NYSE Group, Inc. 2006 Stock Incentive Plan (the “Plan”),
which is currently administered by the Company’s Board of Directors (the
“Board”); and
WHEREAS,
pursuant
to Section 10.1 of the Plan, the Board may grant Restricted Stock Units to
Non-Employee Directors under 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 Board has
authorized this grant of __________ Restricted Stock Units (“RSUs”) to the
Participant as of June 1, 2006 (the “Grant Date”).
2.
Vesting.
The
RSUs shall be 100% fully vested on the date of grant; provided, however, that,
RSUs shall not be distributed to the Participant other than in accordance with
Section 3 below.
3.
Termination.
Upon a
Participant’s Termination, other than a Termination for Cause, all of the RSUs
granted to a Participant hereunder shall be distributed to the Participant
in
shares of Common Stock as soon as practicable following such Termination.
Notwithstanding any contrary provision contained herein, in the event of a
Participant’s Termination for Cause, all RSUs shall immediately be
forfeited.
4.
Rights
as a Stockholder.
The
Participant shall have no rights as a stockholder with respect to any shares
of
Common Stock covered by any RSUs unless and until the Participant has become
the
holder of record of the shares, and, except as otherwise specifically provided
for in the Plan and in Section 5 below, no adjustments shall be made for
dividends in cash or other property, distributions or other rights in respect
of
any such shares.
5.
Dividends.
Cash or
stock dividends (whether regular or extraordinary) declared and paid with
respect to shares of Common Stock underlying the RSUs granted herein shall
be
treated as follows: (a) stock dividends shall be credited to a dividend book
entry account and distributed to the Participant upon Termination, as provided
in Section 3 above and (b) cash dividends shall be distributed to the
Participant
as soon as practicable after the date such dividends are declared and
paid.
6.
Provisions
of Plan Control.
This
Agreement is subject to all the terms, conditions and provisions of the Plan,
including, without limitation, the amendment provisions thereof, and to such
rules, regulations and interpretations relating to the Plan as may be adopted
by
the Board (or a duly authorized committee thereof) and as may be in
effect from time to time. The Plan is incorporated herein by reference.
Capitalized terms in this Agreement that are not otherwise defined shall have
the same meaning as set forth in the Plan. If and to the extent that this
Agreement conflicts or is inconsistent with the terms, conditions and provisions
of the Plan, the Plan shall control, and this Agreement shall be deemed to
be
modified accordingly. This Agreement contains the entire understanding of the
parties with respect to the subject matter hereof and supersedes any prior
agreements between the Company and the Participant with respect to the subject
matter hereof.
7.
Amendment.
To
the
extent applicable, the Board (or a duly authorized committee
thereof) may at any time and from time to time amend, in whole or in part,
any or all of the provisions of this Agreement to comply with Section 409A
of
the Code and the regulations thereunder, including but not limited to, imposing
a six month delay upon the distribution of RSUs to a Participant if, at the
time
of Termination, such Participant is a “specified employee” within the meaning of
Section 409A of the Code, or any other applicable law and may also amend,
suspend or terminate this Agreement subject to the terms of the Plan.
8.
Notices.
Any
notice or communication given hereunder shall be in writing and shall be deemed
to have been duly given when delivered in person, or by United States mail,
to
the appropriate party at the address set forth below (or such other address
as
the party shall from time to time specify):
If
to the
Company, to:
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Attention:
Corporate
Secretary
If
to the
Participant, to the address on file with the Company.
9.
No
Obligation to Continue Employment or Directorship.
This
Agreement is not an agreement of employment or directorship. This Agreement
does
not guarantee that the Company or its Affiliates will employ or retain, or
to
continue to, employ or retain the Participant during the entire, or any portion
of the, term of this Agreement, including but not limited to any period during
which any RSUs are outstanding.
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IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement as of the day and year first set
forth above.
| NYSE GROUP, INC. | |||||
| By: | |||||
| Name: | |||||
| Title: | |||||
| PARTICIPANT | |||||
| [Name] | |||||
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