NASDAQ OMX Group (NDAQ)

Employment Agreement

On December 13, 2006, Nasdaq’s board of directors approved the terms and conditions of an amended and restated employment agreement between Nasdaq and Robert Greifeld, our President and Chief Executive Officer, effective as of January 1, 2007.

The agreement has an initial term ending on December 31, 2010. The agreement will automatically extend for one-year renewals thereafter unless either party, at least 180 days prior to the expiration of the initial term or a renewal period, gives notice of its intent not to extend the agreement.

The agreement provides for:

Under the agreement, Mr. Greifeld will be granted 80,000 performance share units annually for four years. Each annual award will be subject to a three-year performance cycle and will be payable only if Mr. Greifeld is still employed by the company at the end of the performance period. For example, the 80,000 unit award granted in 2007 will be subject to a performance cycle from January 2007 until December 2009. At the end of a performance period, Mr. Greifeld may earn from 0% to 150% of the 80,000 shares granted, depending upon the attainment of goals established by the management compensation committee. In order to secure the tax deductibility of payments made pursuant to the grant under Section 162(m) of the Code, the award is conditioned upon and subject to approval by stockholders of performance-related criteria and related amendments to the Equity Plan. For additional information on these performance-related criteria and related amendments, see “Proposal III—Approve Amended and Restated Equity Plan.”

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Under the terms of his original employment agreement, which remain in place under the amended and restated agreement, Mr. Greifeld will become fully vested in his retirement benefits under the SERP upon the later of his attainment of age 49 while employed by Nasdaq and his completion of four years of service. Mr. Greifeld will attain four years of service with Nasdaq on May 12, 2007.

Mr. Greifeld’s agreement contains restrictive covenants, including covenants requiring him to maintain the confidentiality of Nasdaq’s proprietary information and to refrain from disparaging Nasdaq. The agreement also prohibits Mr. Greifeld from soliciting Nasdaq employees or rendering services for a competing entity for a period of two years following the date of termination. To receive change of control payments and benefits under the agreement, Mr. Greifeld must execute a general release of claims against Nasdaq. In addition, the change of control payments and benefits are generally subject to discontinuation in the event Mr. Greifeld breaches the restrictive covenants.

For further information about Mr. Greifeld’s amended and restated employment agreement, see “Executive Compensation—Potential Payments Upon Termination or Change-in-Control.”

We do not have employment agreements with any of the other named executive officers.

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