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NDAQ » Topics » Change in Control

This excerpt taken from the NDAQ DEF 14A filed Apr 17, 2008.

Change in Control

In the event a change in control of NASDAQ OMX occurs, all outstanding awards under the Equity Plan that would have vested within one year following the change of control will vest and, if applicable, shall become fully exercisable. If an award holder is terminated without cause within one year following a change of control, all remaining awards shall immediately vest and become exercisable. A change in control of NASDAQ OMX will be deemed to occur for purposes of the Equity Plan, subject to certain exceptions, upon any of the following events:

 

  •  

an acquisition by any person of 25% or more of the then-outstanding common stock;

 

  •  

the board of directors at the effective date of the Equity Plan (or certain of their approved successors) ceases to constitute a majority of the company’s board of directors;

 

  •  

the consummation of a consolidation or merger with another entity where the common stock outstanding immediately prior to the consolidation or merger no longer represents a majority of the common stock outstanding immediately after the consolidation or merger or a majority of the combined voting power of the surviving or parent entity outstanding immediately after the consolidation or merger; or

 

  •  

stockholder approval of a complete liquidation or the consummation of a sale of all or substantially all of NASDAQ OMX’s assets.

The amendments proposed in this proxy statement make no changes in this regard.

This excerpt taken from the NDAQ DEF 14A filed Apr 20, 2007.

Change in Control

In the event a change in control of Nasdaq occurs, all outstanding awards under the Equity Plan that would have vested within one year following the change of control will vest and, if applicable, shall become fully exercisable. If an award holder is terminated without cause within one year following a change of control, all remaining awards shall immediately vest and become exercisable. A change in control of Nasdaq will be deemed to occur for purposes of the Equity Plan, subject to certain exceptions, upon any of the following events:

 

  •  

an acquisition by any person of 25% or more of the then-outstanding common stock;

 

  •  

the board of directors at the effective date of the Equity Plan (or certain of their approved successors) ceases to constitute a majority of the company’s board of directors;

 

  •  

the consummation of a consolidation or merger with another entity where the common stock outstanding immediately prior to the consolidation or merger no longer represents a majority of the common stock outstanding immediately after the consolidation or merger or a majority of the combined voting power of the surviving or parent entity outstanding immediately after the consolidation or merger; or

 

  •  

stockholder approval of a complete liquidation or the consummation of a sale of all or substantially all of Nasdaq’s assets.

EXCERPTS ON THIS PAGE:

DEF 14A
Apr 17, 2008
DEF 14A
Apr 20, 2007

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