Form of Phantom Stock Unit Agreement



 Exhibit 10.1 
 PHANTOM STOCK UNIT AGREEMENT 
 PURSUANT TO THE 
 NYSE EURONEXT 2006 STOCK INCENTIVE PLAN 
 This Agreement (the “Agreement”) entered into as of this              day of
            , by and between the NYSE Euronext (the “Company”) and              (the
“Participant”). Capitalized terms not defined herein are as defined in the NYSE Euronext 2006 Stock Incentive Plan (the “Plan”). 
 W I T N E S S E T H: 
 WHEREAS, the Company has adopted the
Plan, which is administered by a committee appointed by the Company’s Board of Directors (the “Committee”); and 
 WHEREAS, pursuant to
Section 10.1 of the Plan, the Committee may grant awards valued with reference to shares of Common Stock to the Participant, as an Eligible Employee, as such term is defined in 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 Phantom Stock Unit Award. 

 Subject to the restrictions and
other conditions set forth herein, the Committee has authorized this grant of              Phantom Stock Units (“PSUs”) to the Participant on
             (the “Grant Date”). 
  

	2.	Vesting and Distribution. 

 (a) The PSUs shall vest, in full, on
             (hereinafter, the “Vesting Date”) provided that the Participant has not had a Termination at any time prior to the Vesting Date. Subject to the provisions of
Section 2(c) below, no vesting shall occur prior to the Vesting Date. 
 (b) Subject to the provisions of Section 2(c) below, on or soon following
the Vesting Date, the Company shall pay to the Participant, in cash, an amount equal to              multiplied by the Fair Market Value (determined on the Vesting Date in accordance
with the terms of the Plan) of a share of Common Stock, minus any taxes or withholding. Upon such payment, all obligations of the Company with respect to the PSUs granted hereunder shall be deemed satisfied. 
 (c) Notwithstanding the foregoing provisions, upon the earliest to occur of a Termination of Employment by the Participant as a result of an Involuntary Termination (as
defined herein), Disability or death, the number of PSUs determined by application of the fraction set forth herein shall immediately become fully vested and payable to the Participant (or, in the event of death, to his estate) as soon as
practicable but in any event no later than 90 days following such Termination in the manner described in Section 2(b) above and otherwise in accordance with the terms of the Plan; provided that, for these purposes Fair Market Value shall be
determined as of the Termination Date or date of death (as the case may be). The number of the PSUs that shall fully vest pursuant to this Section 2(c) shall be the product of (A) multiplied by (B) where (A) is the total number
of PSUs set forth in Section 1 above and (B) is a fraction, the numerator of which shall be the total number of full calendar months of employment completed by the Participant after
             with the Company (or an Affiliate) as of the Participant’s Termination and the denominator of which is 36. For purposes of this Agreement and the Plan, the term
“Involuntary Termination” shall mean the termination of the Participant’s employment by the Company or an Affiliate, without Cause, and pursuant to a formal division, department or organization-wide reduction in force. The Committee
shall have the discretion to determine whether the Participant’s employment has been terminated pursuant to an Involuntary Termination for purposes of the Plan and this Agreement. The Committee’s decision shall be final and binding on the
Participant, the Company, its Affiliates and all of their respective successors and assigns. 
  

	3.	Termination of Employment. 

 In the event of a Participant’s
Termination, subject to the special vesting rules in Section 2(c) above, all PSUs granted to such Participant hereunder shall automatically be forfeited. Notwithstanding any contrary provision contained herein, in the event of a
Participant’s Termination for Cause, all PSUs, whether or not vested, shall be forfeited. 
  

	4.	Rights as a Stockholder. 

 The Participant shall have no rights as a
stockholder with respect to the PSUs granted hereunder. 
  

	5.	Withholding. 

 Participant shall pay, or make arrangements to pay,
in a manner satisfactory to the Company, an amount equal to the amount of all applicable federal, state and local or foreign taxes that the Company is required to withhold at any time. In the absence of such arrangements, the Company or one of its
Affiliates shall have the right to withhold such taxes from the Participant’s normal pay or other amounts payable to the Participant. In addition, any statutorily required withholding obligation may be satisfied, in whole or in part, at the
Participant’s election, in the form and manner prescribed by the Committee. 
  

	6.	Provisions of Plan Control. 

 This Agreement is subject to all of
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 Committee and as may be in effect
from time to time. The Plan is incorporated herein by reference. 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 the Committee
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 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: 
 NYSE Euronext 
 11 Wall Street 
 New York, New York 10005 
 Attention: Mr. Leroy Whitaker 
 If to the Participant, to the address on
file with the Company. 
  

	9.	No Obligation to Continue Employment. 

 This Agreement is not an
agreement of employment. 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 PSU is outstanding, nor does it modify in any respect the Company or its Affiliate’s right to terminate or modify the Participant’s employment or compensation. 
  

	10.	Miscellaneous. 

 This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns. 
  

	11.	Transfer of Personal Data. 

 The Participant authorizes, agrees and
unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to PSUs awarded under this Agreement, for legitimate business purposes (including, without limitation, the administration of the
Plan) out of the Participant’s home country and including to countries with less data protection than the data protection provided by the Participant’s home country. This authorization/consent is freely given by the Participant.

  

	12.	NO ACQUIRED RIGHTS. 

 THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT:
(A) THE COMPANY MAY TERMINATE OR AMEND THE PLAN AT ANY TIME; (B) THE AWARD OF PHANTOM STOCK UNITS MADE UNDER THIS AGREEMENT IS COMPLETELY INDEPENDENT OF ANY OTHER AWARD OR GRANT AND IS MADE AT THE SOLE DISCRETION OF THE COMPANY; AND
(C) NO PAST GRANTS OR AWARDS (INCLUDING, WITHOUT LIMITATION, THE PHANTOM STOCK UNITS AWARDED HEREUNDER) GIVE THE PARTICIPANT ANY RIGHT TO ANY GRANTS OR AWARDS IN THE FUTURE WHATSOEVER. 
 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first set forth above. 
  

	
	NYSE EURONEXT
	
	  
	Name:
	Title:
	
	  
	Name of Employee


  

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