Exhibit 10.7



 Exhibit 10.7 
  
 THE NASDAQ OMX GROUP, INC. 
  
 SUPPLEMENTAL EMPLOYER RETIREMENT 
  
 CONTRIBUTION PLAN 
  
 Amended and Restated as of December 17, 2008 







 TABLE OF CONTENTS 
  

							
	 	  	 	  	 	  	Page
	 1.
	  	DEFINITIONS	  	1
				
		  	1.1.	  	“Account”	  	1
		  	1.2.	  	“Beneficiary”	  	1
		  	1.3.	  	“Effective Date”	  	1
		  	1.4.	  	“Employee”	  	1
		  	1.5.	  	“Employer Retirement Contribution Shortfall”	  	1
		  	1.6.	  	“Participant”	  	2
		  	1.7.	  	“Plan”	  	2
		  	1.8.	  	“Plan Administrator”	  	2
		  	1.9.	  	“Separation from Service”	  	2
			
	 2.
	  	PLAN PARTICIPATION; CREDITS TO PARTICIPANT ACCOUNTS; NATURE OF ACCOUNTS	  	2
				
		  	2.1.	  	Establishment of Accounts; Credits to Accounts.	  	2
		  	2.2.	  	Nature of Accounts; Claim to Assets.	  	3
			
	 3.
	  	ADJUSTMENT TO ACCOUNTS	  	3
				
		  	3.1.	  	Earnings Adjustments.	  	3
		  	3.2.	  	Account Statements.	  	3
			
	 4.
	  	VESTING	  	3
				
		  	4.1.	  	Full Vesting.	  	3
			
	 5.
	  	IN-SERVICE DISTRIBUTIONS AND LOANS	  	4
				
		  	5.1.	  	No Distributions or Loans.	  	4
			
	 6.
	  	BENEFITS	  	4
				
		  	6.1.	  	Form, Timing and Amount of Benefits.	  	4
		  	6.2.	  	Withholding of Taxes.	  	4
			
	 7.
	  	NON-ASSIGNABILITY CLAUSE	  	4
				
		  	7.1.	  	General Provision.	  	4
		  	7.2.	  	Exception for Certain Court Orders.	  	4
			
	 8.
	  	ADMINISTRATION	  	5
				
		  	8.1.	  	Plan Administrator.	  	5
		  	8.2.	  	Administration Procedures.	  	5
		  	8.3.	  	Claim Procedures.	  	5
		  	8.4.	  	Plan Expenses.	  	6
			
	 9.
	  	AMENDMENT OR TERMINATION OF PLAN	  	6
				
		  	9.1.	  	Right to Amend.	  	6

  

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		  	9.2.	  	Right to Terminate.	  	6
		  	9.3.	  	Status of the Plan Under ERISA Automatic Termination.	  	7
		  	9.4.	  	Effect of Termination.	  	7
			
	 10.
	  	MISCELLANEOUS	  	7
				
		  	10.1.	  	No Contract of Employment.	  	7
		  	10.2.	  	No Impact on Terms and Conditions of Employment.	  	8
		  	10.3.	  	Severability of Provisions.	  	8
		  	10.4.	  	Relationship to Other Benefits.	  	8
		  	10.5.	  	Heirs, Assigns and Personal Representatives.	  	8
		  	10.6.	  	Headings and Captions.	  	8
		  	10.7.	  	Gender and Number.	  	8
		  	10.8.	  	Payments to Minors, etc.	  	8
		  	10.9.	  	Method of Payment of Benefits.	  	8
		  	10.10.	  	Limitation on Benefits.	  	8
		  	10.11.	  	Payment of Benefits.	  	8
		  	10.12.	  	Protection of the Plan Administrator.	  	9
		  	10.13.	  	No Third Party Beneficiaries.	  	9
		  	10.14.	  	Governing Law.	  	9
		  	10.15.	  	Nonqualified Deferred Compensation Plan Omnibus Provision.	  	9

  

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 PREAMBLE 
  

The NASDAQ OMX Group, Inc. (f/k/a The Nasdaq Stock Market, Inc.) (the “Company”) established The Nasdaq Supplemental Employer Retirement
Contribution Plan (the “Plan”), originally effective as of July 1, 2007. 
  
 The Plan is hereby renamed The NASDAQ OMX Group, Inc. Supplemental Employer Retirement Contribution Plan and is amended and restated, effective as of December 17, 2008, to reflect (i) the provisions of the final
regulations issued under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) the inclusion of the NASDAQ OMX PHLX, Inc. Employee Savings Plan (the “PHLX Savings Plan”) as a tax-qualified
plan within the Company’s corporate group. 
  
 The sole
purpose of the Plan is to provide for the payment to employees of that portion of the annual “Employer Retirement Contribution” (as that term is defined under both The NASDAQ OMX Group, Inc. 401(k) Savings Plan (f/k/a The Nasdaq Stock
Market, Inc. 401(k) Savings Plan)(the “NASDAQ OMX Savings Plan”) and the PHLX Savings Plan), if any, which cannot be provided to certain employees under the NASDAQ OMX Savings Plan or the PHLX Savings Plan on account of the restrictions
and limitations imposed under Section 401(a)(17) and/or Section 415(c) of the Code (or at the discretion of the Company, on account of the restrictions and limitations imposed under Section 401(a)(4) and/or Section 410(b) of the
Code). 
  
 The Plan does not provide for the payment to employees
of that portion, if any, of any other types of employee or employer contributions (including, but not limited to, “Elective Contributions”, “Participant Contributions” or “Matching Contributions” (as those terms are
defined under the NASDAQ OMX Savings Plan and the PHLX Savings Plan)) which cannot be provided under the NASDAQ OMX Savings Plan or the PHLX Savings Plan, as the case may be, on account of the foregoing (or any other) limitations. 








	1.	DEFINITIONS 

  
 To the extent not otherwise defined in the Preamble, the following terms shall have the following meanings: 
  
 1.1. “Account” shall, with respect to any given
Participant, have the meaning provided under Section 2.1. 
  
 1.2. “Beneficiary” shall, with respect to any given Participant, mean the person, persons or trust or trusts designated by the Participant, by written notice to the Plan Administrator, to receive any payment provided for in
the Plan in the event of the death of such Participant prior to the receipt thereof by such Participant. A Participant may also designate a contingent Beneficiary to receive benefits under the Plan in the event that the primary Beneficiary does not
survive the Participant. In the case of a married Participant, (i) there is no requirement that such person’s spouse must be such Participant’s Beneficiary and (ii) the consent of such spouse is not required in order to name
someone other than the spouse as the Beneficiary. There is also no requirement that a Participant’s Beneficiary must be the same person the Participant has designated as his or her “Beneficiary” under the NASDAQ OMX Savings Plan or
under the PHLX Savings Plan, as the case may be. If a Participant has made no such designation under the terms of this Plan, such Participant’s Beneficiary shall be the same as such person’s “Beneficiary” under the NASDAQ OMX
Savings Plan or the PHLX Savings Plan, as the case may be. 
  
 1.3. “Effective Date” shall mean July 1, 2007. 
  
 1.4. “Employee” shall mean an individual who is either (i) an “Employee,” as defined under the NASDAQ OMX Savings Plan or (ii) an “Employee,” as defined under the PHLX
Savings Plan, as the context shall require. 
  
 1.5.
“Employer Retirement Contribution Shortfall” shall, with respect to any given Employee who has met the requirements of Section 3.01(a) of the NASDAQ OMX Savings Plan or 3.01(a) of the PHLX Savings Plan, as the case may be, for
a Plan Year for which Employer Retirement Contributions are made under such respective savings plan, mean the sum of the following (a) plus (b): 
  
 (a) the excess, if any, of: 
  
 (i) the amount of the Employer Retirement Contribution which would have been made on behalf of such Employee under the NASDAQ OMX Savings Plan or the
PHLX Savings Plan, as the case may be, for such Plan Year had Compensation for such Plan Year not been subject to the limitations of Section 401(a)(17) of the Code and had the Employer Retirement Contribution which could otherwise have been
made to such respective savings plan on behalf of such person not been subject to the limitations of Section 415(c) of the Code (and in all events determined without regard to any limitations which might otherwise be imposed pursuant to the
“nondiscrimination” and “coverage” provisions of Sections 401(a)(4) and 410(b), respectively, of the Code), over 







 (ii) the amount of the Employer Retirement Contribution actually made on behalf of such Employee under
the NASDAQ OMX Savings Plan or the PHLX Savings Plan, as the case may be, determined after the application of the limitations of Sections 401(a)(17) and 415(c) of the Code, pursuant to the terms of the NASDAQ OMX Savings Plan or the PHLX Savings
Plan, as the case may be (and before the application of the provisions of Section 4.05(f) of the NASDAQ OMX Savings Plan or Section 4.05(e) of the PHLX Savings Plan, as the case may be), and 
  
 (b) to the extent that the amount of the Employer Retirement Contribution
which would have been made on behalf of such Employee under (i) the NASDAQ OMX Savings Plan for such Plan Year is reduced pursuant to the provisions of Section 4.05(f) of the NASDAQ OMX Saving Plan or (ii) the PHLX Savings Plan for
such Plan Year is reduced pursuant to the provisions of Section 4.05(e) of the PHLX Savings Plan, as the case may be, such amount, if any, not in excess of such reduction, as is determined in the sole and absolute discretion of the Company.

  
 The Company shall have the right to determine that an Employer
Retirement Contribution Shortfall exists with respect to any given Employee pursuant to the foregoing clause (b) for any given Plan Year, regardless of whether an Employer Retirement Contribution Shortfall otherwise exists with respect to such
person for such Plan Year pursuant to the foregoing clause (a) for such Plan Year. 
  
 1.6. “Participant” shall mean each Employee for whom an Account is then maintained. 
  
 1.7. “Plan” shall mean The NASDAQ OMX Group, Inc. Supplemental Employer Retirement Contribution Plan, as set forth herein and as amended
from time to time. 
  
 1.8. “Plan Administrator”
shall mean the person or persons who shall, from time to time, be serving as the members of the Committee. 
  
 1.9. “Separation from Service” shall mean, with respect to any given Participant, such person’s termination of employment where it
is reasonably anticipated that no further services would be performed after that date or that the level of bona fide services the Participant would perform after that date (whether as an employee or independent contractor) would permanently decrease
to no more than 20 percent of the average level of bona fide services performed over the immediately preceding thirty-six (36)-month period (or if less, the period of the Participant’s employment). 
  
 All capitalized terms which are not otherwise defined in the Plan shall have
the meaning provided under the NASDAQ OMX Savings Plan. 
  

	2.	PLAN PARTICIPATION; CREDITS TO PARTICIPANT ACCOUNTS; NATURE OF ACCOUNTS 

  

 2.1. Establishment of Accounts; Credits to Accounts. With respect to any given Employee, an Account shall first be established under
the Plan for the first Plan Year for which such person has an Employer Retirement Contribution Shortfall, at which time such person shall become a Participant. Such Account shall, as provided in Section 2.2 be only a notational 

  

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account. The amount to be credited to any Employee’s Account for any given Plan Year shall be the amount if any, of such person’s Employer
Retirement Contribution Shortfall for such Plan Year. An Employee’s Employer Retirement Contribution Shortfall with respect to any given Plan Year shall, regardless of when the amount of such award is in fact determined, be deemed credited to
such person’s Account as of the date that the Employer Retirement Contributions for such Plan Year are paid to the trustee under the NASDAQ OMX Savings Plan or the PHLX Savings Plan, as the case may be. 
  
 2.2. Nature of Accounts; Claim to Assets. Notwithstanding any of the
foregoing provisions of this Article II, or any other provision of the Plan to the contrary, no Participant (nor any Beneficiary of a Participant) shall at any time be considered the owner of (or otherwise have any legal interest in) the Account
established and maintained with respect to such Participant. Rather, such Account is a notational account only, maintained solely to establish the amount otherwise payable by the Company to such Participant (or such Participant’s Beneficiary)
under the Plan. All benefits otherwise payable to any Participant, or Beneficiary, shall be payable solely from the general assets of the Company, and to that extent, each Participant and Beneficiary shall be a general creditor of the Company. In
connection therewith, 
  
 (a) any investments, which are, or may
be, made by the Company so as to provide a source for the future payment of benefits under the Plan, and 
  
 (b) all income attributable to such investments, if any, shall remain at all times solely the property and rights of the Company (without being restricted
to the provision of benefits under the Plan), subject only to the claims of the Company’s general creditors. 
  

	3.	ADJUSTMENT TO ACCOUNTS 

  
 3.1. Earnings Adjustments. The Account established for any given Participant shall be increased so as to reflect a “deemed” interest
adjustment, based upon a “deemed” interest rate equal to the interest rate on 10 year U.S. Treasury securities on the Effective Date, plus 100 basis points; provided, however, that such an adjustment with respect to the Employer Retirement
Contribution Shortfall for any given Plan Year shall in no event be made with respect to any periods prior to the date as of which such Participant’s Employer Retirement Contribution Shortfall with respect to such Plan Year was deemed credited
to such Participant’s account pursuant to Section 2.1. The Plan Administrator shall have the right, but not the obligation, in its sole and absolute discretion, to, from time to time change prospectively such “deemed” interest
rate. Unless and until so changed, the “deemed” interest rate shall remain as set forth in this Section 3.1. 
  
 3.2. Account Statements. Each Participant shall, at least annually, receive a statement showing such person’s Account balance. The amounts
shown on each such statement (including, for the avoidance of doubt, all earnings adjustments reflected therein) shall be final and conclusive for all purposes of the Plan. 
  

	4.	VESTING 

  
 4.1. Full Vesting. Each Participant shall at all times be 100% vested in the Account established for such person under the Plan. 
  

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	5.	IN-SERVICE DISTRIBUTIONS AND LOANS 

  
 5.1. No Distributions or Loans. Prior to Separation from Service, no Participant shall be permitted to receive any distribution with respect to
such person’s Account. No Participant shall, at any time, be permitted to receive a loan with respect to such person’s Account. 
  

	6.	BENEFITS 

  
 6.1. Form, Timing and Amount of Benefits. As soon as practicable following a Participant’s Separation from Service, but in no event later than
the last day of the second month following such Separation from Service, there shall be paid to such Participant (or, in the case of such Participant’s death, to such Participant’s Beneficiary) in a single lump sum, an amount equal to the
amount then credited to such Participant’s Account (determined after applying the provisions of Sections 2.1 and 3.1) as of the date as of which such distribution is processed. Notwithstanding the foregoing, if, when a Participant’s
Separation from Service occurs, the Participant is a “specified employee,” as defined under Section 409A(a)(2)(B) of the Code, no payments may be made hereunder before the date which is six months after such Participant’s
Separation from Service or if earlier, such person’s date of death. The lump sum payment which would have otherwise been required to be paid following such Separation from Service shall be paid as soon as administratively practicable after the
date which is six months after the Participant’s Separation from Service (or if earlier, as soon as administratively practicable after the Participant’s death). 
  

 6.2. Withholding of Taxes. The Company may deduct or withhold from any payments to be made under the Plan any Federal, state, local
income or employment taxes as required under applicable laws to be withheld (including under Section 409A of the Code), or may instead require the Participant or Beneficiary, as the case may be, to pay any such amount, or the balance of any
such amount. 
  

	7.	NON-ASSIGNABILITY CLAUSE 

  
 7.1. General Provision. Except as may be otherwise provided in Section 7.2, and except as otherwise permitted by applicable law, neither the
Participant nor any other person shall have any right to commute, sell, assign, pledge, transfer or otherwise convey or encumber the right to receive any payments hereunder, which payments and rights thereto are expressly declared to be unassignable
and non-transferable, nor shall any unpaid benefits be subject to attachment, garnishment or execution for the payment of any debts, judgments, alimony or separate maintenance owed by the Participant or any other person or be transferable by
operation of law in the event of bankruptcy or insolvency of the Participant or any other person. 
  
 7.2. Exception for Certain Court Orders. Notwithstanding the foregoing Section 7.1, payment shall be made in accordance with the provisions of
any judgment, decree, or order which: 
  
 (a) creates for, or
assigns to, a spouse, former spouse, child or other dependent of a Participant the right to receive all or a portion of the Participant’s benefits under the Plan for the purpose of providing child support, alimony payments or marital property
rights to that spouse, child or dependent, 
  

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 (b) is made pursuant to a State domestic relations law, 
  
 (c) does not require the Plan to provide any type of benefit, or any option,
not otherwise provided under the Plan, and 
  
 (d) meets the
requirements, as established by the Plan Administrator, for a “qualified domestic relations order.” 
  
 All determinations as to whether a judgment, decree or order is a “qualified domestic relations order” shall be made solely by the Plan
Administrator. Any payment pursuant to this Section 7.2 shall be reduced by all amounts which the Company maybe required to withhold under applicable Federal, state or local law. 
  

	8.	ADMINISTRATION 

  
 8.1. Plan Administrator. The Plan shall be administered by the Plan Administrator. All aspects of Plan administration shall be the responsibility
of the Plan Administrator. 
  
 8.2. Administration
Procedures. The Plan Administrator shall have discretionary authority based on a reasonable interpretation of the Plan to determine the eligibility for benefits and the amount of benefits payable under the Plan, and shall have discretionary
authority to construe all terms of the Plan, including uncertain terms, to determine questions of fact and law arising under the Plan and to make such rules as may be necessary for the administration of the Plan. Any determination by the Plan
Administrator (including, but not limited to, any determination made pursuant to Section 7.2 or Section 8.3) shall be given deference in the event it is subject to judicial review, and shall be overturned only if it is arbitrary and
capricious or an abuse of discretion, and shall, in all events, be final, conclusive and binding, to the maximum extent permitted by law, on all Employees, Participants, Beneficiaries and all other persons who may claim entitlement to benefits under
the Plan. 
  
 8.3. Claim Procedures. 
  
 (a) The Plan Administrator shall establish procedures for filing claims for
benefits and for the appeal and review of claims for benefits which have been denied. 
  
 (b) If a Participant or Beneficiary (or any other person claiming an entitlement to benefits under the Plan (hereinafter referred to as “Claimant”) is denied any benefits under the Plan, either partially or
in total, no later than 90 days after the receipt of such person’s claim by the Plan Administrator (or within 180 days, if special circumstances require an extension of time for processing the claim and if written notice of such extension and
circumstances is given to such person within the initial 90-day period), the Plan Administrator shall advise the Claimant in writing of the method of computation of such person’s benefit and the specific reason for the denial. The Plan
Administrator shall also furnish the Claimant at that time with: 
  
 (i) a specific reference to pertinent Plan provisions, if any, 
  

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 (ii) a description of any additional material or information needed for the Claimant to perfect such
person’s claim and the reason why such additional material or information is necessary, and 
  
 (iii) an explanation of the Plan’s claim review procedure. 
  

(c) Within 90 days of receipt of the information stated in subsection (b) above, the Claimant shall, if such person desires further review, file a
written request for reconsideration with the Plan Administrator. 
  
 (d) So long as the Claimant’s request for review is pending (including the 90 day period in subsection (c) above), the Claimant or such person’s duly authorized representative may review pertinent Plan documents and may
submit issues and comments in writing to the Plan Administrator. 
  
 (e) A final and binding decision shall be made by the Plan Administrator within 60 days of the filing by the Claimant of such person’s request for reconsideration; provided, however, that if the Plan Administrator, in its discretion,
feels that a hearing with the Claimant (or such person’s representative) present is necessary or desirable, this period shall be extended an additional 60 days, but only so long as written notice of such extension and the reason therefore is
given to such person within the initial 60-day period. 
  
 (f) The
Plan Administrator’s decision on reconsideration shall be conveyed to the Claimant in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the Claimant, with specific references to the
pertinent Plan provisions on which the decision is based. 
  
 8.4.
Plan Expenses. All expenses related to the operation of the Plan shall be paid by the Company. 
  

	9.	AMENDMENT OR TERMINATION OF PLAN 

  
 9.1. Right to Amend. The provisions of the Plan may be amended at any time and from time to time by the Company (including, but not limited to,
such amendments as the Company determines to be necessary or appropriate to further evidence required compliance with the requirements of Section 409A of the Code); provided, however, that no amendment shall affect the rights of a Participant
or a Beneficiary to the receipt of benefits with respect to any amounts credited to such person’s Account before the time of the amendment. 
  
 9.2. Right to Terminate. The Company may, in its sole discretion, and for any reason (or no reason whatsoever), terminate the Plan at any time, but
only to the extent permitted under Section 409A of the Code; provided, however, that no termination shall (except as otherwise provided under Section 9.4, regarding acceleration of payment of benefits on Plan termination)
affect the rights of a Participant or a Beneficiary to the receipt of benefits with respect to any amounts credited to such person’s Account before the time of the termination. 
  

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 9.3. Status of the Plan Under ERISA Automatic Termination. The Plan is: 
  
 (a) in part an “excess benefit plan,” within the meaning of
Section 3(36) of ERISA, to the extent that the Plan provides benefits to any Participant in excess of the Employer Retirement Contribution which can be provided to such Participant (or such person’s Beneficiary) under the NASDAQ OMX
Savings Plan or the PHLX Savings Plan, as the case may be, on account of the limitations of Section 415(c) of the Code; and 
  
 (b) in part a plan which provides benefits for “management or highly compensated” employees within the meaning of Sections 201, 301 and 401 of
ERISA, and therefore to be exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA, to the extent that the Plan provides benefits to any Participant (or to such person’s Beneficiary) in excess of the Employer Retirement Contribution
which can be provided to such Participant under the NASDAQ OMX Savings Plan or the PHLX Savings Plan, as the case may be, on account of the limitations of Section 401(a)(17) of the Code (or to the extent that the Plan provides benefits to any
Participant (or to such person’s Beneficiary) to make up for all, or any portion, of the reduction in the amount of the Employer Retirement Contribution which is provided to such Participant under (i) the NASDAQ OMX Savings Plan on account
of the provisions of Section 4.05(f) thereof or (ii) the PHLX Savings Plan on account of the provisions of Section 4.05(e) thereof, as the case may be), and, to the maximum extent permitted by law, and notwithstanding the
incorporation of such two features in this single document, shall be treated as two separate and legally distinct plans. Accordingly, the portion of the Plan described in the foregoing clause (b) shall terminate, and no further benefit shall
accrue hereunder with respect to such portion of the Plan, in the event it is determined by a court of competent jurisdiction or by an opinion of counsel to the Company that such portion of the Plan constitutes an employee pension benefit plan
within the meaning of Section 3(2) of ERISA, which is not so exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA, but only to the extent such termination is permissible under Section 409A of the Code. 
  
 9.4. Effect of Termination. Notwithstanding any other provision herein
to the contrary, other than prohibitions on impermissible distributions under Section 409A of the Code, upon termination of the Plan (or the portion of the Plan, as the case may be), pursuant to either Section 9.2 or Section 9.3, the
Account balances of each Participant will automatically be distributed in a single lump sum as soon as administratively practicable after such distribution would be permitted under Section 409A of the Code. 
  

	10.	MISCELLANEOUS 

  
 10.1. No Contract of Employment. Neither the establishment of the Plan, nor any modification thereof, nor the creation of any fund, or account, nor
the payment of any benefits, shall be construed as giving any Participant or Employee, or any person whomsoever, the right to be retained in the service of the Company (or in the service of any other entity in the corporate controlled group of which
the Company is a member) and all Participants and other Employees shall remain subject to discharge to the same extent as if the Plan had never been adopted. 
  

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 10.2. No Impact on Terms and Conditions of Employment. Neither the establishment of the Plan, nor
any modification thereof, shall in any way vary, or in any way have any impact on, the otherwise existing terms and conditions (including, but not limited to, such terms and conditions as may be set out in any employment contract) of any
Participant’s or Employee’s employment with the Company (or with any other entity in the corporate controlled group of which the Company is a member). 
  

10.3. Severability of Provisions. If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall
not affect any other provisions hereof, and this Plan shall be construed and enforced as if such provisions had not been included. 
  
 10.4. Relationship to Other Benefits. No benefits paid under the Plan to any Participant (or to any Participant’s Beneficiary) shall be taken
into account in determining any benefits to which any Participant (or such Participant’s Beneficiary or any other person) may be entitled under any pension, retirement, savings, group insurance or any other benefit plan or program sponsored or
maintained by the Company (or sponsored or maintained by any other entity within the corporate controlled group of which the Company is a member). 
  
 10.5. Heirs, Assigns and Personal Representatives. The Plan shall be binding upon the heirs, executors, administrators, successors and assigns of
the parties, including each Participant and Beneficiary, present and future. 
  
 10.6. Headings and Captions. The headings and captions herein are provided for reference and convenience only, and shall not be considered part of the Plan, and shall not be employed in the construction of the
Plan. 
  
 10.7. Gender and Number. Except where otherwise
clearly indicated by context, the masculine and the neuter shall include the feminine and the neuter, the singular shall include the plural, and vice-versa. 
  
 10.8. Payments to Minors, etc. Any benefit payable to or for the benefit of a minor, an incompetent or other person incapable of receipting
therefore shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Company with respect thereto. 
  
 10.9. Method of Payment of Benefits. All benefits under the Plan shall
be paid in cash, check or money order only. 
  
 10.10.
Limitation on Benefits. Benefits shall, on account of the establishment and continued maintenance of the Plan, be payable to any Participant, Beneficiary or any other person only in such amounts, and at such times, as is determined pursuant
to the provisions of the Plan. 
  
 10.11. Payment of
Benefits. All benefits due in accordance with the terms of the Plan to (or on account of) any Participant, shall except as provided in the following sentence, be paid solely from the general assets of the Company. Notwithstanding the foregoing
sentence, to the extent that a Participant’s employer, at the time an Employer Retirement Contribution Shortfall with respect to such Participant arose was an entity outside of the corporate controlled group of 
  

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which the Sponsor is a member, the portion of the benefit under the Plan which is attributable to such Employer Retirement Contribution Shortfall shall be
paid solely from the general assets of such other employer. 
  
 10.12. Protection of the Plan Administrator. To the maximum extent permitted by law, the person or persons from time to time serving as the Plan Administrator shall have no personal liability for any actions taken, or failed to be
taken, in connection with the administration or operation of the Plan. The person or persons from time to time serving as the Plan Administrator shall be indemnified by the Company against any and all claims, losses, damages, expenses and
liabilities arising from any good faith action or failure to act under, or in connection with, the Plan, to the maximum extent permitted by law. 
  
 10.13. No Third Party Beneficiaries. No person, (other than (i) a Participant, (ii) a Beneficiary or (iii) any person entitled to
the payment of any benefits in accordance with the provisions of Section 7.2) shall have any rights or interest whatsoever in, or in connection with, the Plan. 
  
 10.14. Governing Law. This Plan shall, to the extent not preempted by ERISA or other Federal law, be construed
according to the internal laws of the state of New York. 
  
 10.15. Nonqualified Deferred Compensation Plan Omnibus Provision. It is intended that all benefits provided pursuant to this Plan shall be provided and paid in a manner, and at such time and in such form, as complies with the
applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance. Notwithstanding the foregoing, neither the Company, any other entity within the same corporate group of which the
Company is a member, the Plan Administrator nor any of their officers, employees or directors shall be liable to any Employee, Participant, or Beneficiary for any failure of the Plan to comply with Section 409A of the Code. 
  

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