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NDAQ » Topics » OPTION/SAR GRANTS IN LAST FISCAL YEAR

This excerpt taken from the NDAQ DEF 14A filed May 2, 2005.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

 

The following table provides information on stock option grants made in 2005 to the named executive officers with respect to shares of common stock.

 

Individual Grants

    Potential Realizable
Value at Assumed
Annual Rates of
Stock Price Appreciation
For Option Term

Name

   

Number of

Securities

Underlying

Option/SARs

Granted (#)

    

Percent of Total

Options/ SARs

Granted to
Employees

in Fiscal Year

    

Exercise or

Base Price

($/Sh)

    Expiration Date
    5%($)
    10%($)

Robert Greifeld

    —       —         —      —        —        —  

Steven J. Randich

    75,000
150,000		 (1)
(2)		   1.3
2.6		 %
%		   $
$		 9.15
7.35		    February 18, 2014
November 15, 2014		    $
$		 431,579
693,356		    $
$		 1,093,706
1,757,101

Edward Knight

    75,000
150,000		 (1)
(2)		   1.3
2.6		 %
%		   $
$		 9.15
7.35		    February 18, 2014
November 15, 2014		    $
$		 431,579
693,356		    $
$		 1,093,706
1,757,101

David P. Warren

    75,000
150,000		 (1)
(2)		   1.3
2.6		 %
%		   $
$		 9.15
7.35		    February 18, 2014
November 15, 2014		    $
$		 431,579
693,356		    $
$		 1,093,706
1,757,101

John L. Jacobs

    100,000
200,000		 (1)
(2)		   1.7
3.4		 %
%		   $
$		 9.15
7.35		    February 18, 2014
November 15, 2014		    $
$		 575,439
924,475		    $
$		 1,458,274
2,342,801
(1) These PASOs, granted under the Equity Plan on February 18, 2004, will vest on February 18, 2007. Pursuant to the terms of these options, all options vest at one time “cliff vesting” on February 18, 2008, subject to accelerated cliff vesting on February 18, 2007 or delayed cliff vesting until February 18, 2009 depending on whether Nasdaq’s operating income (pre-tax run rate) for 2004 reached certain targets. See “—Report of the Management Compensation Committee on Executive Compensation” for further explanation of how operating income is calculated. Because Nasdaq’s actual 2004 operating income (pre-tax run rate) of $60 million, exceeded the threshold for accelerated vesting set at $34.8 million, the options will vest on February 18, 2007.
(2) These PASOs were granted under the Equity Plan on November 15, 2004. Fifty percent of the PASO (“Tranche 1”) vests four years from date of grant, subject to accelerated or delayed cliff vesting in three years or five years from date of grant depending on whether the targets discussed below are achieved. The remaining 50% of the PASO (“Tranche 2”) vests five years from the date of grant, subject to accelerated or delayed cliff vesting in four years or six years from the date of grant depending on whether these same targets are achieved. With respect to both tranches of the PASO, the targets are based on Nasdaq’s operating income (pre-tax run rate) for 2005. If actual operating income for 2005 is between $82.9 million and $97.9 million, Tranche 1 will vest on January 15, 2009 and Tranche 2 will vest on January 15, 2010. If actual operating income is greater than $97.9 million, Tranche 1 will vest on January 15, 2008 and Tranche 2 will vest on January 15, 2009. If actual operating income is less than $82.9 million, Tranche 1 will vest on January 15, 2010 and Tranche 2 will vest on January 15, 2011.

 

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