MEANS THE AMOUNT PAYABLE UNDER THE LTIP FOR A
PLAN CYCLE.
(N)
"PLAN" MEANS THE NEW YORK STOCK EXCHANGE, INC. DEFERRED
COMPENSATION PLAN.
(O)
"QUALIFYING ENTITY" MEANS THE SECURITIES INDUSTRY AUTOMATION
CORPORATION, THE NATIONAL SECURITIES CLEARING CORPORATION OR THE DEPOSITORY
TRUST COMPANY, AND ANY OF SUCH ENTITIES' SUBSIDIARIES DESIGNATED BY THE NYSE AS
A QUALIFYING ENTITY.
AN ENTITY IN WHICH THE NYSE POSSESSES AN OWNERSHIP
INTEREST BUT WHICH DOES NOT QUALIFY AS A SUBSIDIARY UNDER THE PLAN MAY BE
DESIGNATED AS A QUALIFYING ENTITY BY THE NYSE FOR THE PURPOSE OF DESCRIBING THE
OCCURRENCE OF A TERMINATION OF EMPLOYMENT.
(P)
"SUBSIDIARY" MEANS ANY CORPORATION (OTHER THAN THE NYSE AND ANY
QUALIFYING ENTITY) IN AN UNBROKEN CHAIN OF CORPORATIONS BEGINNING WITH THE NYSE
IF, EACH OF THE CORPORATIONS OTHER THAN THE LAST CORPORATION IN THE UNBROKEN
CHAIN OWNS STOCK POSSESSING FIFTY PERCENT (50%) OR MORE OF THE TOTAL COMBINED
VOTING POWER OF ALL CLASSES OF STOCK IN ONE OF THE OTHER CORPORATIONS IN SUCH
CHAIN.
(Q)
"TERMINATION OF EMPLOYMENT" MEANS TERMINATION OF EMPLOYMENT AS AN
EMPLOYEE OF NYSE, ALL SUBSIDIARIES, AND ALL QUALIFYING ENTITIES FOR ANY REASON
WHATSOEVER, INCLUDING BUT NOT LIMITED TO DEATH, DISABILITY, RETIREMENT,
RESIGNATION OR INVOLUNTARY TERMINATION. NOTWITHSTANDING THE FOREGOING, A
TERMINATION OF EMPLOYMENT SHALL NOT BE DEEMED TO OCCUR IF AN EMPLOYEE TRANSFERS
TO, OR OTHERWISE IMMEDIATELY COMMENCES EMPLOYMENT WITH, A QUALIFYING ENTITY OR A
SUBSIDIARY UNTIL SUCH EMPLOYEE INCURS A TERMINATION OF EMPLOYMENT WITH ALL
EMPLOYERS, SUBSIDIARIES (INCLUDING, AS PROVIDED IN THE NEXT SENTENCE, ANY FORMER
SUBSIDIARIES) AND ALL QUALIFYING ENTITIES.
IF A SUBSIDIARY OF THE NYSE CEASES
TO BE A SUBSIDIARY OF THE NYSE, AN EMPLOYEE OF SUCH ENTITY WILL NOT BE DEEMED TO
INCUR A TERMINATION OF EMPLOYMENT SOLELY AS A RESULT OF SUCH CHANGE IN STATUS
UNLESS AND UNTIL THE COMMITTEE DETERMINES, IN ITS SOLE DISCRETION, THAT SUCH
EMPLOYEE HAS INCURRED A TERMINATION OF EMPLOYMENT AND WHEN SUCH TERMINATION OF
EMPLOYMENT IS DEEMED TO HAVE OCCURRED.
3.
ADMINISTRATION AND CLAIMS PROCEDURE
(A)
THE PLAN SHALL BE ADMINISTERED BY THE COMMITTEE.
THE COMMITTEE
SHALL HAVE SOLE AND COMPLETE AUTHORITY TO INTERPRET AND CONSTRUE THE TERMS AND
PROVISIONS OF THE PLAN IN ITS SOLE
3
DISCRETION BASED ON THE PROVISIONS OF THE PLAN, TO DECIDE ANY QUESTIONS AND
SETTLE ALL CONTROVERSIES THAT MAY ARISE IN CONNECTION WITH THE PLAN, AND TO
ADOPT, ALTER AND REPEAL SUCH ADMINISTRATIVE RULES, REGULATIONS AND PRACTICES
GOVERNING THE OPERATION OF THE PLAN AS IT SHALL FROM TIME TO TIME DEEM
ADVISABLE.
THE COMMITTEE'S INTERPRETATIONS AND CONSTRUCTION THEREOF, AND THE
ACTIONS THEREUNDER, MADE IN THE SOLE DISCRETION OF THE COMMITTEE (INCLUDING,
WITHOUT LIMITATION, ANY DETERMINATION UNDER THIS SECTION 3 OF THE AMOUNT OF THE
PAYMENT TO BE MADE HEREUNDER), SHALL BE FINAL, BINDING AND CONCLUSIVE ON ALL
PERSONS.
THE COMMITTEE SHALL DETERMINE, SUBJECT TO THE PROVISIONS OF THE PLAN:
(I) WHICH INDIVIDUALS SHALL BE ELIGIBLE TO PARTICIPATE IN THE PLAN FROM TIME TO
TIME; AND (II) WHEN AN INDIVIDUAL SHALL CEASE TO BE ELIGIBLE TO MAKE DEFERRALS
HEREUNDER.
THE COMMITTEE