These excerpts taken from the NDAQ 10-K filed Feb 27, 2009.
Equity Awards
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Vesting
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Equity awards will vest 100% two (2) years from the date of grant. Equity awards will also vest upon the scheduled expiration of a Director’s term, if
such term is not renewed.
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Upon a Director’s resignation (other than for death or disability) prior to the end of the Director’s term, equity awards will be forfeited.
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Upon termination of a Director for “Misconduct,” all equity awards will be forfeited without further consideration to the Director.
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Upon termination of a Director on account of his death or disability, Equity Awards will vest.
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Shortly after vesting, your vested shares will appear in your account at E*trade. You may view your information by logging directly onto your online E*Trade account
at https://us.etrade.com/e/t/user/login_sp. Additionally, you may contact E*Trade’s Executive Services Team at 1.866.987.2339 or via email at executive services@etrade.com
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Equity Agreements, Share Restrictions & Voting Rights
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Equity awards will be evidenced by an Equity Award Agreement to be entered into with each Director and will be governed by the Equity Plan.
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Once vested, shares will be freely tradable. NASDAQ OMX does not have a repurchase right or obligation.
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Shares will be freely transferable upon vesting. Trading in these shares, however, will be subject to the Policy Statement On Trading In NASDAQ OMX and Other
Securities By Directors and Officers and to any contractual restrictions on transfer, such as lock-up agreements, that may be applicable
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Reporting and Disclosure
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SEC Form 4s (Change in Beneficial Ownership) must be filed by each Director with the SEC within 2 days of equity grants. The Director may request NASDAQ OMX’s
assistance in the preparation and filing of Section 16 reports via the “COMPANY ASSISTANCE WITH SECTION 16 REPORTING” form and by providing a completed Power of Attorney and CIK/CCC Code, if the Director has a CIK/CCC Code currently
assigned.
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Equity will be reflected as stock owned by Directors, if required, in the Beneficial Ownership Table of the NASDAQ OMX Proxy and will be disclosed under the general
Director compensation section of the Proxy.
