This excerpt taken from the NDAQ 8-K filed Mar 8, 2005.
Executive Corporate Incentive Plan2005 and 2004 Performance Goals and Parameters.
On March 2, 2005, the Management Compensation Committee (the Committee) of the Board of Directors of the Nasdaq Stock Market, Inc. (Nasdaq) approved Nasdaqs performance goals and parameters under the Executive Corporate Incentive Plan (ECIP) for the 2005 fiscal year. The ECIP, which was approved by Nasdaqs stockholders in 2003, is designed to tie executive incentive compensation to performance and to allow for maximum deductibility of executive compensation under Section 162(m) of the Internal Revenue Code. Pursuant to this Item 1.01, Nasdaq is reporting the ECIP performance goals and parameters for 2005 and those previously adopted for 2004.
Shortly after commencement of each fiscal year, the Committee will establish plan rules for that year with respect to the following matters:
For both 2005 and 2004, the Committee set certain financial goals (including company-wide goals applicable to all participants and business line metrics specific to individual participants) that permit bonus payouts of up to 200 percent of the target bonus in the event the actual results exceed the targets established. For this purpose, floor, target and ceiling achievement levels are developed as follows: performance at or below the floor results in payment of 0 percent, performance at target results in payment of 100 percent of target and performance at or above ceiling results in payment of 200 percent of the target. Achievement amounts between the floor and ceiling result in incremental changes in bonus payouts on a straight-line basis. Other non-financial goals are not eligible for bonus payments in excess of 100 percent of the target for that goal, unless the Committee approves payment in excess of the ceiling.
While the Committee is solely responsible for the bonus amount ultimately paid to Nasdaqs President and CEO, the Committee seeks the advice of the President and CEO in determining bonus payments for
other executives. At the conclusion of the year, the President and CEO, in recommending individual awards under the ECIP to the Committee, will factor each executives performance and conduct relating to Nasdaqs high standard of ethics, regulatory responsibilities and integrity. The Committee, upon the recommendation of the President and CEO, may exercise negative discretion (decreasing the net award per the ECIP) in establishing the final payout amount.
The performance goals established for the named executive officers as defined in Item 402 of Regulation S-K in 2004 included operating income, cash flow and business effectiveness, as well as specified business objectives. The performance goals established for the named executive officers for 2005 include budgeted revenue, operating income, cash flow and business effectiveness, as well as specified business objectives. The named executive officers are not all subject to the same performance goals, and the weighting of these goals differed for each officer.
Incentive compensation under the ECIP for 2005 will be paid in early 2006. The targets are set at the same time as the performance goals are set. Incentive compensation under the ECIP for 2004 was paid in February 2005.