What are the key changes in Robert Greifeld's new employment agreement?

Robert Greifeld's new five-year employment agreement establishes a minimum annual base salary of $1,000,000 and a target annual incentive compensation of at least 200% of his base salary, tied to performance. It also details specific severance packages for various termination scenarios, including termination without cause or for good reason, permanent disability, death, and 'double trigger' terminations following a change in control. The agreement also includes a two-year non-solicitation period after termination.

What are the implications of the 'double trigger' termination clause for Mr. Greifeld?

The 'double trigger' clause means that Mr. Greifeld would be entitled to significant severance benefits (two times base salary, target bonus, pro rata bonus, and 24 months of COBRA coverage) only if his employment is terminated without cause by NASDAQ OMX, or for good reason by himself, within two years after a change in control of the company. This structure is designed to protect the executive in situations where their role is negatively impacted by a corporate change.

How has Edward S. Knight's employment agreement been amended?

The Third Amendment to Edward S. Knight's employment agreement extends his term of employment for five years from February 22, 2012. It also introduces a twelve-month prohibition on rendering services to competing entities following the termination of his employment. Additionally, a provision for modified excise tax reimbursement with a gross-up payment has been eliminated from his agreement.

What is the significance of the Confidentiality, Non-Solicitation and Invention Assignment Agreements?

These agreements, entered into by both Mr. Greifeld and Mr. Knight, are standard protective measures for the company. They ensure that departing executives will maintain confidentiality regarding proprietary company information, will not solicit employees or customers for a specified period, and will assign any inventions developed during their employment back to NASDAQ OMX. These clauses aim to safeguard the company's intellectual property and business relationships.

NDAQ 8-K: Leadership Changes

Summary

This Form 8-K filing from The NASDAQ OMX Group, Inc. on February 27, 2012, primarily details the approval and execution of new employment agreements for key executives. Specifically, the company has entered into a new five-year employment agreement with CEO Robert Greifeld and a five-year extension to the employment agreement for EVP, General Counsel, and Chief Regulatory Officer Edward S. Knight. These agreements outline compensation structures, termination benefits, and restrictive covenants. The new agreement for Mr. Greifeld includes a base salary of at least $1,000,000 and a target annual incentive compensation of at least 200% of his base salary, contingent on performance goals. The agreement also details significant severance packages for termination without cause or for good reason, including multi-year base salary and target bonus payments, as well as continued health benefits. A 'double trigger' provision is in place for termination following a change in control. The amendment for Mr. Knight extends his employment term and modifies certain aspects of his agreement, including a one-year non-compete clause upon termination.

Key Highlights

1NASDAQ OMX entered into a new five-year employment agreement with CEO Robert Greifeld, effective February 22, 2012.
2Mr. Greifeld's new agreement includes a minimum annual base salary of $1,000,000 and a target annual incentive compensation of at least 200% of base salary.
3The agreement for Mr. Greifeld provides for substantial severance packages in case of termination without cause or for good reason, including two times prior year's base salary, the target bonus, and 24 months of COBRA premium payments.
4A 'double trigger' termination clause is included for Mr. Greifeld's agreement, providing specific benefits if his employment is terminated without cause or for good reason within two years of a change in control.
5The company also executed a Third Amendment to the Employment Agreement with EVP, General Counsel, and Chief Regulatory Officer Edward S. Knight, extending his term by five years.
6Both Mr. Greifeld and Mr. Knight have entered into Confidentiality, Non-Solicitation and Invention Assignment Agreements.
7The new agreements for both executives eliminate provisions related to modified excise tax reimbursement with gross-up payments.

NASDAQ, INC. 8-K Report, Executive Changes (Feb 28, 2012)

Summary

Key Highlights

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