Exhibit 10.12


 





 


Gregor Bailar 


Chief Information Officer and
Executive Vice President


 


September 22,
2000


 


Mr. Steven J.
Randich


196 Lawndale
Avenue


Elmhurst, IL
60120


 


Dear Steven:


 


I am pleased
to extend our offer to you for the position Executive Vice President and Chief
Technology 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 $500,000, payable within 30 days of your
reporting date of October 16, 2000.


 


2.                                       Your
base salary will be $450,000 annually beginning on your starting date and
increasing to $500,000 January 1, 2002 and continuing through 2004.


 


3.                                       You
will receive a guaranteed minimum annual bonus of $500,000 for years 2001,
2002, 2003, and 2004 payable on the normal award payment date (February of the
following year), contingent on your continuous service and satisfactory
work/conduct/performance.  Additionally,
you will receive a pro-rated bonus based on $500,000 for your work in year 2000
(payable in February 2001).  Twenty
percent (20%) of this annual award will be deferred for a period of two (2)
years.


 


4.                                       You
will receive an accrued (retention) bonus for your work through December 31,
2004, contingent on your continuous service and satisfactory
work/conduct/performance.  This bonus
will accrue as follows: $150,000 for year 2001; $200,000 for year 2002;
$300,000 for year 2003 and $300,000 for year 2004.


 


5.                                       In
addition to the above compensation, Nasdaq will grant you 150,000 stock options
under our soon to be ratified Executive Stock program.  This program currently assumes a four year
vesting period.


 


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


 


7.                                       You
will be entitled to our full beneficial package.


 


8.                                       You
will be provided with relocation assistance to include 1) reimbursement for all
reasonable expenses (including prevailing Realtor’s fees associated with the
sale of your present home in Elmhurst, IL, 2) payment of associated reasonable
costs for the packing, moving and unpacking of your household goods, 3)
reimbursement of reasonable expenses


 


National Association of Securities Dealers, Inc.


[ILLEGIBLE]


 


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associated
with the purchase of your new home in Connecticut (attorneys fees, up to two
(2) points on mortgage, inspections), and 4) and two (2) visits per month for
either house-hunting of weekend visits home, and 5) a miscellaneous moving
expense allowance of $50,000.  If you
were to resign your employment within one year of your relocation, you will be
required to re-pay all relocation and moving costs to Nasdaq.


 


All of the
components of this employment offer are contingent on your continuous employment
with Nasdaq, Inc. and your satisfactory work performance and conduct.


 


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 (301) 590-6547 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 (301)
590-6831.  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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Steve, 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.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  /s/ Gregor
  Bailar

  	
   

  
	
   

  	
  Gregor
  Bailar

  
	
   

  	
  Chief
  Information Officer

  
	
   

  	
  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/ Steven
  J. Randich

  	
   

  	
   

  	
  9/22/00

  	
   

  
	
   

  	
   

  	
   

  	
  Date

  



 


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