Earlier this week, Nasdaq, Inc. (NASDAQ:NDAQ) published an SEC filing regarding the employment agreement with Bradley J. Peterson, the company’s Chief Information and Chief Technology Officer.

On October 1, 2020, Nasdaq entered into an employment agreement with Mr Peterson. The term of this agreement is October 1, 2020 through December 31, 2023. It replaces Mr. Peterson’s existing employment agreement with Nasdaq, which was due to expire on July 31, 2021.

Under the new agreement, Mr Peterson’s annual base salary will be no less than $600,000. This amount may be increased but not decreased.

In addition, for each calendar year during the Term, Mr Peterson will continue to be eligible to participate in Nasdaq’s executive incentive program. He will be eligible to earn, for each full calendar year of the Term, an annual target bonus of not less than $900,000, based on the achievement of performance goals established for such year by Nasdaq’s President and Chief Executive Officer and the Compensation Committee.

Notably, the President and Chief Executive Officer and the Compensation Committee will review the target bonus at least annually and may increase (but not decrease) the target bonus on the basis of such review. The target bonus amount for each year during the Term shall not be less than the target bonus amount for the immediately preceding year.

On top of that, Mr Peterson will be eligible to receive annual equity compensation incentive awards with a target value of not less than $1.8 million. During the Term, he will be entitled to continue to participate in all employee benefit plans or programs of the company on the same basis as benefits are generally made available to its senior executive employees.

Upon a termination of Mr Peterson’s employment Nasdaq without “Cause”, by Mr Peterson for “Good Reason” other than due to a “Change in Control” or upon his retirement at the end of the term, he will be entitled to (inter alia):

• a pro-rata target bonus with respect to the calendar year in which the date of termination occurs, payable in substantially equal monthly installments for the 12-month period following the date of termination;
• the continued vesting of outstanding equity compensation issued prior to the date of termination as though Mr Peterson was employed through all applicable performance periods.

Upon a termination of Mr Peterson’s employment by the Company without “Cause” or by Mr Peterson for “Good Reason” in the 24-month period following a “Change in Control,” he will be entitled to receive (inter alia):

• a lump sum payment equal to the sum of (a) two times his annual base salary for the calendar year immediately preceding the date of termination and (b) his target bonus amount for the calendar year immediately preceding the date of termination, payable on the first day of the 7th month following the date of termination;
• a pro-rata target bonus with respect to the calendar year in which the date of termination occurs, subject to the achievement of the performance goals and payable in a lump sum on the first day of the 7th month following the date of termination (or, if later, within 30 days of the date the Compensation Committee determines that performance goals are satisfied).

The Employment Agreement also includes a non-competition provision for a period of two years following the date of termination, regardless of the reason for the termination of employment, as well as customary provisions regarding non-solicitation and non-disparagement.