NASDAQ OMX Group (NDAQ)

General Equity Award Grant Practices

The exercise price for stock options and the reference price for calculating the value of PSUs is the closing market price of NASDAQ OMX’s common stock on the date of grant. The management compensation committee considers whether to make equity awards at its regularly scheduled December meeting. Awards to new hires at the executive level are made at the next regularly scheduled committee meeting after the new hire’s start date. Regular board and committee meetings are scheduled well in advance without regard to material news announcements by NASDAQ OMX. Existing equity ownership levels are not a factor in award determinations as we do not want to discourage the named executive officers from holding significant amounts of NASDAQ OMX’s common stock.

Throughout the performance period, the management compensation committee tracks the executives’ progress in achieving the performance measures and monitors the compensation expense that the company is incurring for outstanding equity awards. The committee believes that the current and expected expense amounts are reasonable and justified in light of the committee’s goal of retaining the current management team.