Exhibit 10.13


 





 


National Association of
Securities Dealers, Inc.


1735 K Street, NW


Washington, DC 20006-1500


202 726 8000


 


November 30, 2000


 


Mr. David P. Warren


19 Brook Street


Wellesley, MA 02482


 


Dear David:


 


I am pleased to extend our
offer to you for the position Senior Vice President and Chief Administrative
Officer, Nasdaq Stock Market, Inc., subject to final approval of our Board of
Directors.  In this role, you will
report directly to me.


 


This employment offer includes
the following components:


 


1.               You
will receive a sign-on bonus of $100,000, payable within 30 days of your
reporting date of January 2, 2001.


 


2.               Your
base salary will be $300,000 annually beginning on your starting date and
continuing through year 2003.


 


3.               You
will receive a guaranteed minimum annual bonus of $150,000 for years 2001,
2002, and 2003 payable on the normal award payment date (February of the
following year), contingent on your continuous service and satisfactory
work/conduct/performance.  Each year,
20% of the annual bonus will be deferred for two years.


 


4.               Should
Nasdaq Stock Market, Inc. issue stock awards, you will be eligible for stock
options/awards commensurate with the issuance of such awards to other senior
management at the same level.


 


5.               You
will be entitled to 4 weeks vacation per year.


 


6.               You
will be entitled to our full benefits package.


 


7.               You
will be provided with a forgivable, interest free loan of $200,000 in lieu of
relocation assistance at your request. 
Such loan is to be forgiven equally over the next three years of
employment at the Nasdaq Stock Market. 
In the event that you resign your employment within three years of your
employment with the Nasdaq Stock Market, you will be required to re-pay a
prorated amount of the loan to Nasdaq. 
For example, if you resign after two years of employment, you will be
required to repay one third (1/3) of the original interest free loan.


 


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8.               You
will be provided with a temporary housing until your relocation to New York in
the Summer of 2001.


 


All of the components of this
employment offer are contingent on your continuous employment with Nasdaq, Inc.
and your satisfactory work performance and conduct as determined by your
management.  All payments will have all applicable local, state and federal tax and
withholdings deducted. 


 


Under our Human Resources
procedures, you will be in an initial appraisal period during your first six
months of employment.  During this time,
your performance will be reviewed and feedback provided to you.  Subsequently, your performance will be
reviewed periodically according to our company practices


 


As a full-time employee you
will be eligible to participate in out Flexible Benefits Program, which
includes medical, dental and vision coverage. 
If you elect health and welfare benefits during your initial enrollment
period, they will become effective the first day of the following month.  A Benefits Enrollment Guide is
enclosed to provide an overview of NASD benefit programs.


 


Additional information
concerning benefits available to you, including HMOs and savings/retirement
programs, will be provided during your orientation.


 


Effective on your date of hire,
you will be automatically enrolled in the NASD Savings Plus Plan 401(k), with a
pre-tax payroll deduction of two percent of your base salary.  If you choose to not participate in
the Savings Plus Plan, you must contact the Benefits Department at (240)
386-4886 and complete a 401(k) deduction change form electing to
withdraw from the Plan within 30 days of your date of hire.  The deduction change form will be available
to you at your orientation.


 


Please be advised that any
changes or amendments to our policies, procedures, benefits and compensation
programs, and corporate or departmental organization will apply to you as they
will to all Nasdaq employees.


 


This offer is contingent upon
acceptable drug test results and routine background and reference checks.  In addition, to satisfy the requirements of
the Immigration Reform and Control Act of 1986, on your first day of work you
must provide acceptable documentation establishing your identity and right to
work in the United States.  Please
review the enclosed Employment Eligibility
Verification - Lists of Acceptable Documents to determine the
documents you will need to provide on your first day of work.


 


This offer is subject to the
terms and conditions set forth in the NASD Application for Employment,
including the employment-at-will provisions contained therein.  If you have any questions regarding this
offer or the terms and conditions of employment, please call me at (202)
728-8020.  If the terms and conditions
of this offer of employment are acceptable, please sign and date this letter,
review and complete all enclosed forms and documents, and bring this letter and
all completed forms with you on your first day of work.  A copy of this letter is provided for your
records.


 


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David, welcome to Nasdaq.  We believe you will find the work to be both
challenging and personally rewarding, and look forward to the contributions you
will make toward achieving the goals of the Nasdaq Stock Market, Inc.  I personally look forward to working with
you.


 


	
  Sincerely,

  
	
   

  
	
  /s/ Richard
  Ketchum

  	
   

  
	
  Richard Ketchum

  
	
  President
  and CEO

  
	
  Nasdaq Stock
  Market, Inc.

  



 


	
  Enclosures:

  	
   

  	
  Benefits
  Enrollment Guide

  
	
   

  	
   

  	
  NASD Code of
  Conduct

  
	
   

  	
   

  	
  EEO Policy

  
	
   

  	
   

  	
  Harassment-Free
  Workplace Policy

  
	
   

  	
   

  	
  Sexual
  Harassment Policy

  
	
   

  	
   

  	
  NASD Core
  Principles

  
	
   

  	
   

  	
  Pre-Orientation
  Materials

  



 


 


I accept this offer of
employment by the Nasdaq Stock Market, Inc.


 


	
  /s/ David P.
  Warren

  	
   

  	
   

  	
  December 5,
  2000

  	
   

  
	
   

  	
   

  	
  Date

  	
   

  



 


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