NDAQ » Topics » Appendix A

These excerpts taken from the NDAQ 10-K filed Feb 25, 2008.

Appendix A

 

Performance Goal for Performance Share Unit Grant

January 1, 2008 – December 31, 2010 Performance Period

 

This Appendix A to the Performance Share Unit Agreement sets forth the Performance Goal to be achieved and, depending upon the extent (if any) to which the Performance Goal is achieved, the number of whole and/or partial Shares, if any, which the Grantee shall have the right to receive with respect to each Performance Share Unit. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement and the Plan.

 

The sole Performance Goal shall be earnings per share growth (“EPS Growth”) of the Company during the Performance Period. EPS Growth shall be expressed as the compounded annual increase, if any, in the earnings per share of the Company during the Performance Period (“Percentage Rate of EPS Growth”), and shall be determined based upon the amount, if any, by which:

 

  (i) the adjusted earnings per share of the Company, as determined in accordance with the provisions of the following paragraph, for the fiscal year of the Company ending December 31, 2010 exceeds

 

  (ii) the earnings per share of the Company, as determined in accordance with U.S. generally accepted accounting principles (“US GAAP”), for the fiscal year of the Company ending December 31, 2007.

 

For purposes of the preceding paragraph, the adjusted earnings per share of the Company for the fiscal year of the Company ending December 31, 2010 shall be equal to the earnings per share of the Company, for such fiscal year, as determined in accordance with US GAAP, adjusted as follows:

 

  (i) any stock or asset acquisition which is made during the Performance Period by the Company (or by any other member of the corporate controlled group which includes the Company) shall be taken into account for such purpose if the financial results of such acquisition are accretive to the earnings per share of the Company, as otherwise determined in accordance with US GAAP, for the fiscal year of the Company ending December 31, 2010, except to the extent that the Committee, in its discretion, exercised after the close of the Performance Period, chooses to nevertheless disregard, in whole or in part, the financial results of such acquisition, and

 

  (ii) any stock or asset acquisition made during the Performance Period by the Company (or by any other member of the corporate controlled group which includes the Company) shall be disregarded for such purpose if disregarding the financial results of such acquisition would result in an increase in the earnings per share of the Company, as otherwise determined in accordance with US GAAP, for the fiscal year of the Company ending December 31, 2010.

 

A-1


The Committee will rely on the Company’s audited financial statements and related information for purposes of determining the amount, if any, of EPS Growth.

 

Each Performance Share Unit shall, subject to the vesting provisions set forth in the Agreement, entitle the Grantee to 0.5 Shares for the achievement of “threshold” EPS Growth performance, 1.0 Share for the achievement of “target” EPS Growth performance, and 1.5 Shares for the achievement of “maximum” EPS Growth performance.

 

The following table sets forth these three EPS Growth performance levels:

 

Appendix A

 

Performance Goal for Performance Share Unit Grant

January 1, 2007 – December 31, 2009 Performance Period

 

This Appendix A to the Performance Share Unit Agreement sets forth the Performance Goal to be achieved and, depending upon the extent (if any) to which the Performance Goal is achieved, the number of whole and/or partial Shares, if any, which the Grantee shall have the right to receive with respect to each Performance Share Unit. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement and the Plan.

 

The sole Performance Goal shall be earnings per share growth (“EPS Growth”) of the Company during the Performance Period. EPS Growth shall be expressed as the compounded annual increase, if any, in the earnings per share of the Company during the Performance Period (“Percentage Rate of EPS Growth”), and shall be determined based upon the amount, if any, by which (i) the earnings per share of the Company as determined in accordance with U.S. generally accepted accounting principles (“EPS”) for the fiscal year of the Company ending December 31, 2009 exceeds (ii) the EPS of the Company for the fiscal year of the Company ending December 31, 2006. The Committee will rely on the Company’s audited financial statements and related information for purposes of determining the amount, if any, of EPS Growth.

 

Each Performance Share Unit shall, subject to the vesting provisions set forth in the Agreement, entitle the Grantee to 0.5 Shares for the achievement of “threshold” EPS Growth performance, 1.0 Share for the achievement of “target” EPS Growth performance, and 1.5 Shares for the achievement of “maximum” EPS Growth performance.

 

The following table sets forth these three EPS Growth performance levels:

 

Appendix A

 

Performance Goal for Performance Share Unit Grant

[PERFORMANCE PERIOD DATES] Performance Period

 

This Appendix A to the Performance Share Unit Agreement sets forth the Performance Goal to be achieved and, depending upon the extent (if any) to which the Performance Goal is achieved, the number of whole and/or partial Shares, if any, which the Grantee shall have the right to receive with respect to each Performance Share Unit. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement and the Plan.

 

Appendix A

 


Performance Goal for Performance Share Unit Grant

SIZE="2">January 1, 2008 – December 31, 2010 Performance Period

 

FACE="Times New Roman" SIZE="2">This Appendix A to the Performance Share Unit Agreement sets forth the Performance Goal to be achieved and, depending upon the extent (if any) to which the Performance Goal is achieved, the number of whole and/or
partial Shares, if any, which the Grantee shall have the right to receive with respect to each Performance Share Unit. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement and the Plan.


 

The sole Performance Goal shall be earnings per share growth (“EPS
Growth
”) of the Company during the Performance Period. EPS Growth shall be expressed as the compounded annual increase, if any, in the earnings per share of the Company during the Performance Period (“Percentage Rate of EPS
Growth
”), and shall be determined based upon the amount, if any, by which:

 






 (i)the adjusted earnings per share of the Company, as determined in accordance with the provisions of the following paragraph, for the fiscal year of the Company ending
December 31, 2010 exceeds

 






 (ii)the earnings per share of the Company, as determined in accordance with U.S. generally accepted accounting principles (“US GAAP”), for the fiscal year of the Company
ending December 31, 2007.

 

For purposes of
the preceding paragraph, the adjusted earnings per share of the Company for the fiscal year of the Company ending December 31, 2010 shall be equal to the earnings per share of the Company, for such fiscal year, as determined in accordance with
US GAAP, adjusted as follows:

 






 (i)any stock or asset acquisition which is made during the Performance Period by the Company (or by any other member of the corporate controlled group which includes the Company) shall
be taken into account for such purpose if the financial results of such acquisition are accretive to the earnings per share of the Company, as otherwise determined in accordance with US GAAP, for the fiscal year of the Company ending
December 31, 2010, except to the extent that the Committee, in its discretion, exercised after the close of the Performance Period, chooses to nevertheless disregard, in whole or in part, the financial results of such acquisition, and

 






 (ii)any stock or asset acquisition made during the Performance Period by the Company (or by any other member of the corporate controlled group which includes the Company) shall be
disregarded for such purpose if disregarding the financial results of such acquisition would result in an increase in the earnings per share of the Company, as otherwise determined in accordance with US GAAP, for the fiscal year of the Company
ending December 31, 2010.

 


A-1








The Committee will rely on the Company’s audited financial statements and related information for
purposes of determining the amount, if any, of EPS Growth.

 

SIZE="2">Each Performance Share Unit shall, subject to the vesting provisions set forth in the Agreement, entitle the Grantee to 0.5 Shares for the achievement of “threshold” EPS Growth performance, 1.0 Share for the achievement of
“target” EPS Growth performance, and 1.5 Shares for the achievement of “maximum” EPS Growth performance.

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">The following table sets forth these three EPS Growth performance levels:

 

EXCERPTS ON THIS PAGE:

10-K (4 sections)
Feb 25, 2008
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