NASDAQ OMX Group (NDAQ)

5.4 Maximum Award. The maximum award payable to any Participant for any Plan Year shall not exceed the greater of 3% of the Company’s before tax net income or $3 million.

Article 6 Payment of Awards

6.1 Form and Timing of Payment. Each Participant’s Award shall be paid in one (1) lump sum cash payment, no later than March 1^st of the Plan Year following the Plan Year with respect to which an Award relates (such date being hereinafter referred to as the “Payment Date”).

6.2 Unsecured Interest. No Participant or any other party claiming an interest in amounts earned under the ECIP shall have any interest whatsoever in any specific asset of the Company. To the extent that any party acquires a right to receive payments under the ECIP, such right shall be equivalent to that of an unsecured general creditor of the Company.

6.3 Active Employment. Except as provided in Article 7, no Award shall be paid to any Participant who is not an active employee of the Company or one of its Subsidiaries or affiliates on the last day of the applicable Plan Year and on the Payment Date, as such term is defined in Section 6.1 hereof.

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