exv10w75





Exhibit 10.75









Final
version for signature


7th September 2009




EMPLOYMENT AGREEMENT




BETWEEN



EURONEXT PARIS SA, a company registered with the Paris Trade and Companies Register under
number 343 406 732, having its registered head office at Place de la Bourse, 75002 Paris,
represented by Jan-Michiel HESŞELS, in his capacity of Chairman of NYSE Euronext and Duncan
NIEDERAUER, in his capacity of CEO of NYSE Euronext, duly authorized for the purposes hereof, by
a power of attorney signed by Jean-François Théodore, CEO of Euronext Paris, on September
7th, 2009



Hereinafter referred to as “the Company” or “Euronext Paris SA”, which is part of the NYSE
Euronext Group of companies (hereafter, “the Group”)




On the first hand,




AND



Mr. Dominique CERUTTI, born on           
in            and residing at                 




Hereinafter referred to as “the Employee”,




On the other hand,




Together hereinafter referred to as “the Parties”,




RECITALS



Whereas the Company desires to employ Mr. Cerutti as provided hereinafter.



Whereas Mr. Cerutti has agreed to accept employment with the Company upon the terms and conditions
set forth herein.



NOW THEREFORE, in consideration of the mutual promises herein contained, the parties agree as
follows:




39, rue
Cambon • 75039 Paris Cedex 01 • France
• T +33 (0)1 49 27 10 00 • F +33 (0)1 49 27 14 33

Euronext Paris S.A. • Siège social: Palais de la
Bourse 75002 Paris • S.A. au capital de 130 332 568
€ • 343 406 732 RCS Paris — NoTVA: FR 86343406732





 









 








Article 1 — Term of Agreement



This agreement is entered into for an indefinite period.



The Employee shall begin carrying out his duties as soon as the candidate is available, and no
later than December, 15, 2009 (hereafter, the “Effective Date”), subject to the results of medical
examination.



For information purposes, it is hereby specified that this agreement shall be governed by the
provisions of the Stock Exchange National Collective Bargaining Agreement, as well as the terms
and conditions set forth hereinafter.



The Employee declares and guarantees that he will be free from any commitment (non-compete or any
other) towards any former employers or third parties upon the hiring date provided in this
article, which would prevent the performance of the duties listed hereinafter.




Article 2 — Position and Duties



The Company will employ the Employee in his capacity of Deputy-CEO and Global Head of Technology
of NYSE Euronext, status senior executive, level H, according to the provisions of the applicable
Collective Bargaining Agreement.



In addition, and as the case may be, he will be appointed, without additional remuneration,
President of Euronext Paris after approval of the Board of Euronext Paris and Chairman of the
Managing Board of Euronext NV, subject to the approval of the Board of Euronext NV.



In the course of his employment, the Employee will be placed under the supervision and will report
to the Chief Executive Officer of NYSE Euronext.



The Employee shall devote his full business time to the performance of the duties hereunder.



The Employee shall comply with the internal rules and any other policies or procedures issued by
the Company or the group to which the Company belongs which have been notified to him.




Article 3
— Exclusivity — Loyalty



During the term of this agreement, the Employee:





	 	(i)	 	shall devote his full attention to the performance of his duties hereunder and;
	 
	 	(ii)	 	shall not either directly or indirectly become associated or work or become involved
in any manner with any company or group of companies that engages in any activity in which
the Company or the group to which the Company belongs is involved, unless requested by the
CEO of NYSE Euronext;
	 
	 	(iii)	 	shall not persuade or attempt to persuade a client or supplier to reduce or
discontinue his activities with the Company.




Page 2 of 12









 











Article 4 — Place of work and mobility



Considering his functions and responsibilities, the Employee shall carry out his duties at the
Company’s head office located in Paris or in any other place where the Group has offices depending
upon the Company’s needs.



Moreover, the Employee undertakes to consent to each occasional travel in relation to his duties,
including abroad.




Article 5 — Working Time



Given the management duties entrusted to the Employee, the importance of which involves a great
deal of independance in organizing his work schedule, and due to the fact that the Employee has
the power to make decisions in a fairly independant manner and that he will receive a remuneration
falling within one of the highest salary brackets in the Company, the Employee is a senior
executive within the meaning of Article L.3111-2 of the French Labour Code.



Accordingly, the Employee is not subject to any determined working hours. In particular, the
Employee is not subject to the provisions of Article L. 3121-10 of the French Labor Code relating
to working time (35 hours per week).




Article 6 — Remuneration




Article 6-1 — Base Salary



In consideration of the performance of his duties, the Employee shall receive an all-inclusive
annual remuneration of EUR 675,000 gross payable over a twelve-month period at the end of each
month, regardless of the time spent by the Employee for the purpose of carrying out his duties.




Article 6-2 — Annual Bonus



In addition to his all-inclusive annual base salary, the Employee is eligible to an annual bonus.



For the year 2009, the bonus will be pro-rated and capped at gross EUR 1,000,000.



For the year 2010, the Employee is eligible to a maximal annual amount of EUR 1,000,000 gross.



For the following years, the amount of the maximal annual bonus will be defined each year by the
company.



This bonus shall be paid half in cash and half in the form of restricted stock units (RSU), as
soon as the NYSE Euronext accounts have been approved by (i) the auditors and (ii) the Human
Resources Compensation Committee of NYSE Euronext.



The provisions relating to restricted stock units are attached to the present employment
agreement in Exhibit.









Page 3 of 12









 








Article 6-3 — Exceptional bonus 2009



Exceptionally for the year 2009 and in order to compensate the loss of bonus that the Employee
would have received from his former employer if he had remained employed by his former employer,
the Employee will be entitled to an exceptional bonus of gross 390,000 EUR.



This
exceptional bonus shall be granted in the form of restricted stock
units (“RSU”). The RSU’s
will be granted as of the start date as defined in article 1 and will vest in third increments on
the first through third anniversary of employment.



Such RSU shall be governed by the rules set forth in the attached Exhibit.



This exceptional bonus 2009 will be paid in addition to the pro-rata annual bonus for 2009.




Article 6-4 — Long Term Incentive Plan



In addition to his annual Base salary, the Employee is eligible for a Long Term Incentive Plan
(“LTIP”) award.



For the year 2010, the Employee will be eligible to receive LTIP awards, subject to time based
vesting conditions, in amounts ranging from US$1,500,000 to US$1,750,000



At the
time of signing this employment agreement, the Company has only implemented LTIP awards
subject to time-based vesting conditions. However, the Company may, at any time, implement LTIP
subject to performance vesting conditions. After 2010 any LTIP awards to Employee may, in the
complete discretion of the NYSE Euronext HR Compensation Committee, be time based or performance
based.




Article 6-5 — Company car



The Employee will be provided with a company car pursuant to the internal regulations applicable
within the Company.



The Employee shall also benefit from a driver. It is however expressly agreed that the Employee can
only use the assistance of his driver in a strictly professional context.



The Employee shall also be entitled to a parking space at the head offices of the Company.




Article 7 — Social Security Benefits



The
Employee shall be registered with all the mandatory social security schemes and shall pay the
employee’s share of the related contributions.



The Employee shall be registered with the following complementary pension scheme fund based on
the applicable collective bargaining agreement: Caisses IPRIS et IRRAPRI de retraite
complémentaire obligatoire A.R.R.C.O. et A.G.I.R.C.









Page 4 of 12









 







Moreover, the Employee will benefit from the welfare scheme applicable in the Company as the case
may be.



For information purposes, it is specified that the Company has implemented a welfare scheme and a
healthcare scheme (“régime complémentaire de
prévoyance et mutuelle de groupe”). For the time
being, these schemes are actually covered by the entity APRI PREVOYANCE (I.P.B.-M .F). The Employee
shall be affiliated within these schemes as from the Effective Date.
APRI PREVOYANCE (I.P.B.-M .F)




Article 8 — Reimbursement of Expenses



The Company shall reimburse any professional expenses incurred by the Employee in connection with
the performance of his work within the shortest timeframe, upon presentation of supporting
evidence, in accordance with the rules in force within the Company.




Article 9 — Paid Vacation



The Employee shall be entitled to paid vacation as provided by applicable legislation and the
provisions of the collective bargaining agreement.



The Employee shall take his vacation on dates to be mutually agreed upon with the Company.




Article 10 — Accident and Illness



In case of an illness or accident temporarily or permanently preventing the Employee from
performing all or part of his duties hereunder, the Employee hereby agrees to immediately inform
the Company and to provide a medical certificate within 48 hours, otherwise his absence shall be
considered as unjustified.




Article 11 — Confidential Information and Company Property



During the course of his employment, the Employee may acquire, receive, develop, create, gain
access to or come into contact with trade secrets and confidential information concerning the
technology, business, products, activities and finances of the Company and/or other NYSE Euronext
Group Companies. The Employee acknowledges that such confidential information includes, without
limitation, the following items in whatever form (including oral, visual or electronic):





	 	(a)	 	any invention, idea, discovery or work developed, discovered or created by the
Employee or with his assistance during the course of his employment including in the
course of carrying out his duties (whether his normal duties or duties specifically
assigned to him) (“Employee Material”), technical or scientific information, details of
research projects and plans, results and data from tests or trials, and the skills,
experience and qualifications of individuals working for the Company or any NYSE Euronext
Group Company;
	 
	 	(b)	 	commercial information, including the terms of commercial agreements (and the
existence of such agreements), the identity of customers, clients, suppliers, agents,
distributors, collaborative partners, and buying and selling policies and procedures;
	 
	 	(c)	 	strategies and financial information, including business plans, board decisions,
past and current projects and proposals, unpublished accounts, and shareholder or
management information; and




Page 5 of 12









 






	 	(d)	 	third-party information, including confidential information relating to any NYSE
Euronext Group Company and information received in confidence from a third party,
including information provided by collaborative partners, and/or the business of any
person having dealings with the Company or any NYSE Euronext Group Company,




(collectively
referred to as the “Confidential Information”).



The unauthorised use or disclosure of this Confidential Information may cause harm to the Company
or any NYSE Euronext Group Company, its or their employees, clients and other third parties. The
Employee therefore agrees that the restrictions set out in this article 11 are reasonable and
necessary to protect the legitimate business interests of the Company and any applicable NYSE
Euronext Group Company both during and after the termination of his employment.



The Employee must not at any time during his employment or at any time after his employment has
terminated (without limit of time) directly or indirectly:



(a) disclose or cause any unauthorised disclosure (whether through failure to exercise due care and
diligence or otherwise) of the Confidential Information to any person; nor



(b) use, communicate or copy the Confidential Information other than for the purpose of the Company
or any NYSE Euronext Group Company’s business and as directed by the Company.



The Employee shall immediately inform the Company upon becoming aware, or upon suspecting that
any person, company or organisation (other than the Company and any applicable NYSE Euronext
Group Company) knows or has used any Confidential Information.



The obligations in this article do not apply to information which:





	 	(a)	 	is used or disclosed in the proper performance of his duties;
	 
	 	(b)	 	is or comes to be in the public domain (except as a result of the Employee’s
breach of his obligations under this article);
	 
	 	(c)	 	is required to be disclosed by a court or regulatory body
(provided that, if circumstances permit, the Employee will inform the Company in
advance of such disclosure and apply to the court or regulatory body to have the
information treated as confidential by the court or regulatory body).




All notes, memoranda, records, lists of clients, customers and suppliers and employees,
correspondence, documents, Employee Material, extracts, analysis, plans, compilations, computer
and other discs and tapes, data listings, codes, designs and drawings and other documents and
material whatsoever (whether made or created by the Employee or otherwise) which contains,
reflects or is derived or generated from any Confidential Information (and any copies of the
same):





	 	(a)	 	shall be and remain the property of the Company or the relevant NYSE Euronext
Group Company; and
	 
	 	(b)	 	shall be handed over by the Employee to the Company or the relevant NYSE Euronext
Group Company on demand and in any event on the termination of the employment agreement.




Page 6 of 12









 











Article 12 — Termination of Employment



12.1. The Company shall have the right to terminate this Agreement at any time, and the Employee
will have the right to resign provided, however, that each party gives notice in writing to the
other party, except in case of gross or willful misconduct. The duration of the notice period is
provided by the applicable bargaining agreement.



The Employee understands and agrees that all inventions, improvements, original works of
authorship, formulas, processes, computer programs, databases, concepts and trade secrets and all
Company equipment (including but not limited to computer devices, cell phones, fax machine, credit
cards, keys and entry badges) and all other documents, databases, and materials in any form
produced, developed or received by the Employee in the course of his work for the Company
(collectively, the “Company Property”) is the sole and exclusive property of the Company.



When his employment with the Company ends, or whenever requested by the Company, the Employee will
deliver to the Company (and will not keep, copy, recreate in whole or in part, or deliver to
anyone else) all Company Property of any kind in his possession or control. The Employee also
agrees to make a diligent search at that time to locate all Company Property, wherever it may be
located or stored, and agrees to provide the Company with a computer-usable copy of all Company
Property that may be stored in electronic form on any personal computer system or device he may
have used in the course of his work for the Company, and will permanently delete all Company
Property from such personal Systems and devices.



12.2. In the event that the Company terminates this employment agreement, for any reason
whatsoever, save in case of a dismissal for gross or willful misconduct or in case of an
agreed-upon termination (“rupture conventionnelle”), it is agreed that the Employee will receive a
specific severance indemnity, including the statutory indemnity or the indemnity resulting from the
collective bargaining agreement, the retirement indemnity or any indemnity paid within the
framework of a social plan, which amount shall be calculated as follows:



Multiple times the sum of:



(1) the amount of the Base Salary, as defined here above in article 6.1, in effect on the
“Termination Date”, i.e. the date of notification of the dismissal letter (1st
presentation of the letter) plus



(2) the maximum amount of the Annual Bonus, as defined here above in article 6.2, in effect on the
Termination Date.



Multiple shall mean:



(x) until and including the third anniversary of the Effective Date as defined here above in
article 1, 1.5 and



(y) after the third anniversary of the Effective Date, 0.5.



Additionally, if such termination is in connection with or in anticipation of a Change in Control,
or on or within two (2) years following a Change in Control, the Multiple shall mean 1.5.



Change in Control is defined in the attached exhibit (Omnibus Incentive Plan — article 13.2).



12.3. In the event the Company terminates this employment agreement, for any reason whatsoever,
save in the case of a dismissal for gross or wilful misconduct or in case of an agreed-upon
termination, the exceptional bonus set forth in Article 6-3 and any equity compensation granted
with respect to an annual bonus as set forth in Article 6-2 shall become fully vested as of the
Termination Date.









Page 7 of 12









 







12.4. As regards LTIP that are subject to time-based vesting conditions, in the event the
Company terminates this employment agreement, at the termination of the present employment
agreement, save in case of a dismissal for gross or willful misconduct or in case of an agreed-upon
termination (“rupture conventionnelle”), the Employee shall vest in all restricted stock units,
under the Company’s long-term incentive plans that are subject to time-based vesting conditions as
if the Employee remained employed through the vesting date immediately following the Termination
Date.



12.5.
As regards LTIP that are subject to performance vesting conditions, in the event the Company
terminates this employment agreement, at the termination of the present employment agreement, save
in case of a dismissal for gross or willful misconduct or in case of an agreed-upon termination,
the Employee shall vest in a number of restricted stock units, under the Company’s long-term
incentive plans that are subject to performance vesting conditions, equal to the product obtained
by multiplying:



(A) the number of shares subject to such awards, determined on the basis of the Committee’s
determination of the achievement of the applicable performance metrics for such performance period
as if the Employee had remained employed until the date such awards would otherwise vest or be
settled in the Company, times



(B) a fraction, whose numerator equals the number of days the Employee was employed by the Company
during the applicable performance period and whose denominator is the total number of days in the
applicable performance period, such vesting and/or settlement to occur at the time such awards vest
and/or are settled for active executives generally.



12.6. Upon resignation, unvested LTIP awards will be forfeited. The Employee acknowledges that he
has been provided with a copy of all NYSE Euronext relevant plans.



12.7. As an exception to the rules set forth in the Omnibus Incentive Plan, upon resignation,





	 	(i)	 	if the Employee complies with his non-compete and
non-solicitation obligation during the
whole duration of the non-soliciting and non-compete covenants as set forth hereafter
in article 13, the Employee shall vest bonus (exceptional and annual) RSUs at the
expiration of the non-compete and non-soliciting covenants,
	 
	 	(ii)	 	if the Company releases the Employee from the non-compete and non-solicitation
obligation, the Employee shall vest bonus (exceptional and annual) RSUs at the vesting
dates as provided by the Omnibus Incentive Plan.




However, if the Employee does not comply, partly or totally, with the provisions of the
non-compete and non-soliciting covenant, unvested bonus (exceptional and annual) RSUs awards will
be automatically forfeited.




Article 13-Non-Soliciting and Non-Compete Covenants



The scope of this article is limited to the activity of the Company, i.e. stock exchange, MTF or
any electronic trading venues, market data activities or any activity competing with the
businesses of the Company.




13.1. Non-soliciting



The Employee will not, during one year following termination of his Employment Agreement, either
on his own behalf or on behalf of any other person directly or indirectly induce or seek to
induce any employee of the Company as well as other companies of the group to which the Company
belongs to terminate their employment (whether or not such termination would amount to a breach
of that person’s contract of employment with Company) in order to work for him, or for any
individual or organization.









Page 8 of 12









 








13.2. Non-compete



It is recalled that, given the responsibilities entrusted to him, the Employee will have access to
confidential information related to the Company as well as other companies of the group to which
the Company belongs and their customers, the disclosure of which to competitors could seriously
harm the activity of the Company.



For these reasons, in order to protect the Company’s legitimate interests, the Employee will not,
for a period of one year after the voluntary or involuntary termination of his Employment
Agreement with the Company, directly or indirectly, as an employee, independent worker, corporate
officer, agent, shareholder or partner of a company, work for an individual, an organization or a
company which is a direct competitor of the Company in stock exchange, MTF, market data activities
or any activity competing with the businesses of the Company.



In addition, for a period of one year following termination of his employment, the Employee will
not, either on his own behalf or on behalf of any competitor, directly or indirectly solicit or
attempt to solicit business in the sector of exchange, MTF or any electronic trading venues,
market data activities or any activity competing with the businesses of the Company from (a) any
client or (b) prospective client of the Company with whom he has had any personal dealings in the
last twelve (12) months of his employment.



For these purposes: (a) “client of the Company” means any individual or organization which has
been in the habit of buying goods or services from the Company over the last twelve months of the
Employee’s employment, including member firms; and (b) “prospective client” means any individual
or organization who, in the last twelve months of the Employee’s employment has been negotiating
with the Company with a view to dealing with the Company as a client.



This non-competition obligation is applicable worldwide.



In addition, for a period of one year after the voluntary or involuntary termination of the
Employee’s employment with the Company, the Employee will inform any prospective new employer,
prior to accepting new employment that the restrictions contained in the present article 13 exist.




13.3. Compensation



As consideration for all the obligations contemplated in this article 13, the Company commits to
pay to the Employee, for the duration of the non-compete and non-soliciting, i.e. for a period of
one year, a monthly gross compensation of 50% of:



[Amount of the Base Salary, as defined here above in article 6.1, in effect on the Termination
Date + Maximum amount of the Annual Bonus, as defined here above in article 6.2, in effect on the
Termination Date, i.e. date of notification of dismissal (date of 1st presentation of
the letter) or resignation (date of receipt by the Company of the
letter)] / 12.



This monthly gross compensation shall be paid every month after termination of employment during
which the non-compete and non-soliciting obligation is in force, subject to the effective
compliance with the obligations provided for herein. It is agreed by both parties that said
compensation will include compensation in lieu of paid vacation that is due to the Employee based
on the sums paid pursuant to this article.



In case of non-compliance by the Employee of the present covenants the Company shall be released
from its commitment to pay the financial consideration.









Page 9 of 12









 







In addition, the Employee shall automatically owe, by way of a penalty clause, an indemnity
amounting to 6 months’ gross fixed salary based on the salary paid to the Employee as of the date
of termination of his Employment Agreement. The payment of this amount shall not exclude the right
that the Company reserves to itself to bring legal proceedings against the Employee for
compensation for the damages actually sustained by the Company and to have the discontinuation of
the competing activity ordered, under penalty of a fine.



In case of resignation or in case of dismissal for gross or wilful misconduct or in case of an
agreed-upon termination (“rupture conventionnelle”), the Company has the right to release the
Employee from the non-compete and non-soliciting obligation. The Company will do so by letter with
acknowledgement of receipt within a 15-day (calendar days) as from the date of notification of
dismissal (date of 1st presentation of the letter) or resignation (date of receipt by
the Company of the letter).



In case of release of the Employee from the non-compete and non-solicitation obligation, no
financial compensation shall be paid to the Employee in this regard.



However, notwithstanding the above, in case of dismissal, except in case of gross or willful
misconduct, the Company waives its right to release the Employee from the non compete and non
soliciting obligation and will pay him the financial compensation according to the rules set forth
in the present article.




Article 14 — Intellectual Property



During the course of his employment the Employee may be expected to seek to invent or otherwise
conduct research into improvements to Systems, products and/or processes that may benefit the
Company or a NYSE Euronext Group Company.




14.1 Inventions



Any inventions (patentable or not) conceived or developed by the Employee (whether alone or with
any other person) (i) in the course of his duties or (ii) in the field of activity of the
Company’s or of any NYSE Euronext Group Company or (iii) thanks to any kind of means belonging to
the Company or to any NYSE Euronext Group Company (hereinafter the “Inventions”) shall be the
exclusive property of the Company subject to payment by the Company of a fair price.




14.2 Creations



All other creations either protected by intellectual property rights or not (including but not
limited to copyrights, data, databases, studies and researches, programs, computer programs,
plans, designs, drawings, guides and manuals, correspondence, documents, product names,
trademarks, methods, formulas, processes relating to the activities, and other items (including
any improvements or modifications made by the Employee to existing items)) made by the Employee
within the framework of his employment agreement (hereinafter the “Creations”) shall be assigned,
free of rights and royalty free, to the Company. In particular, all intellectual property rights
in or relating to any of these Creations shall be automatically assigned to the Company as and
when they are created. Those intellectual property rights are granted to the Company for all
purposes, for the entire world and for the duration of such rights.



This assignment of ownership includes, without limitation:





	 	a)	 	The exclusive right to reproduce, duplicate, print or record all or
part of the Creations, on any media, including, but not limited to, paper, film,
magnetic tape, IT or digital media or any other media known now or in the future,
in any format;
	 
	 	b)	 	The exclusive right to make any version, in any language, of all or part of the
Creations and, more generally, the right to translate, arrange, modify, adapt
and transform all of part of the Creations in written, oral, telematic, digital
or other format, for any type of use or purpose;
	 
	 	c)	 	The exclusive right to use and exploit all of part of the Creations in their
original version or in such other version as previously defined, by any means;




Page 10 of 12









 






	 	d)	 	The exclusive right to publish, release, broadcast, re-publish, sell,
license or transfer the rights to use, rent or loan copies of the Creations in
their original version or in such other version as previously defined, with or
without a consideration;
	 
	 	e)	 	The right to integrate all or part of the Creations, with or
without modifications or interfaces.





14.3 Other obligations



The Employee agrees that during or following termination of his employment, he:





	 	(a)	 	will keep the Company fully informed at all times of all and any Inventions and
Creations made or prepared by him (whether alone or with any other person) from time to
time and provide the Company with all assistance required by the Company from time to
time to apply for and maintain effective patent or other protection in relation to them;
	 
	 	(b)	 	will deliver up to the Company all documents regarding Inventions or Creations
immediately upon the termination or expiry of his employment agreement or at any earlier
time on demand of the Company and he shall not, without the prior written consent of the
Company, retain any of them, or any copy or record of any of them;
	 
	 	(c)	 	will not attempt to register any Invention unless requested to do so by
the Company;
	 
	 	(d)	 	hereby waives all his moral rights (present and future) which arise by operation
of law in or to any Inventions or Creations); and
	 
	 	(e)	 	will not for any purpose use any such Inventions or Creations in any way other
than as directed by or in the direct interest of the Company unless he obtains proper
written permission from the Company.






The Employee warrants the Company that neither his Inventions nor Creations infringe the
rights of third parties and agrees to hold the Company harmless against any claim or action
which may be made by a third party regarding the Inventions or Creations. The Employee agrees
to indemnify the Company of any and all damages (including lawyer’s fees) that may arise from
such claims or actions.




The invalidity, unenforceability or illegality of any part of this article 14 under the laws
of any jurisdiction shall not affect the validity, enforceability or legality of the other
provisions in this contract. If in the event that this article 14 is found to be invalid,
unenforceable or illegal but would be valid, enforceable and legal if some part of it were
deleted, this article 14 shall apply with whatever modification as is necessary to give
effect to the commercial intention of the parties.



Page 11 of 12









 





Article 15 — Governing law



This agreement shall be governed by and construed in accordance with the laws of France.



This agreement will be drafted both in French and in English. The French version will be signed
after the signature of the English version. However, in case of discrepancy, the French version
shall prevail.



IN WITNESS WHEREOF, the parties have executed this agreement,



Paris, on 14 September 2009




	 	 	 	 
	 
	 	 	 
	 
	 	 	 
	/s/  Duncan L. Niederauer
	 	By:	/s/  Dominique Cerutti
	 

	 	 	 
	Duncan L. Niederauer

Euronext Paris SA
	 	 	Dominique Cerutti
The Employee
	 
	 	 	 
	 
	 	 	 
	/s/  Jan-Michiel Hessels
	 	 	 
	 
	 	 	 
	Jan-Michiel Hessels

Euronext Paris SA
	 	 	 





Page 12 of 12