NDAQ » Topics » of Performance Goal

These excerpts taken from the NDAQ 10-K filed Feb 25, 2008.

of Performance Goal

 

Threshold

Performance

 

Target

Performance

 

Maximum

Performance

[INSERT NUMBER OF

SHARES]

 

[INSERT NUMBER OF

SHARES]

 

[INSERT NUMBER OF

SHARES]

 

All actions taken by the Committee pursuant to this Appendix A shall be final, conclusive and binding upon the Grantee, and all other persons, to the maximum extent permitted by law.

of Performance Goal

 

Threshold

Performance

 

Target

Performance

 

Maximum

Performance

40,000

  80,000   120,000

 

For EPS Growth below the “threshold” percentage level, no Shares shall be deliverable to the Grantee. For EPS Growth between (i) the “threshold” percentage level and the “target” percentage level or (ii) between the “target” percentage level and the “maximum” percentage level (as specified in Table 1, above), the whole and/or partial number of Shares deliverable with respect to each Performance Share Unit will be interpolated by the Committee to three decimal places.

 

Notwithstanding any of the foregoing provisions of this Appendix A to the contrary, to the extent permitted under Section 162(m) of the Code and any other applicable laws or regulations, the Committee may adjust the “target,” “threshold” and “maximum” EPS Growth performance percentage levels, in its sole discretion, so as to prevent the dilution or enlargement of the Grantee’s Performance Share Units as a result of any event specified in the definition of “Performance Goals” in the Plan, but only to the extent that the exercise of such discretion would not cause the Performance Share Units to fail to qualify as “performance-based compensation” under Section 162(m) of the Code.

 

All actions taken by the Committee pursuant to this Appendix A shall be final, conclusive and binding upon the Grantee, and all other persons, to the maximum extent permitted by law.

 

A-2

of Performance Goal

 

Threshold

Performance

 

Target

Performance

 

Maximum

Performance

40,000

  80,000   120,000

 

For EPS Growth below the “threshold” percentage level, no Shares shall be deliverable to the Grantee. For EPS Growth between (i) the “threshold” percentage level and the “target” percentage level or (ii) between the “target” percentage level and the “maximum” percentage level (as specified in Table 1, above), the whole and/or partial number of Shares deliverable with respect to each Performance Share Unit will be interpolated by the Committee to three decimal places.

 

Notwithstanding any of the foregoing provisions of this Appendix A to the contrary, to the extent permitted under Section 162(m) of the Code and any other applicable laws or regulations, the Committee may adjust the “target,” “threshold” and “maximum” EPS Growth performance percentage levels, in its sole discretion, so as to prevent the dilution or enlargement of the Grantee’s Performance Share Units as a result of any event specified in the definition of “Performance Goals” in the Plan, but only to the extent that the exercise of such discretion would

 

A-2


not cause the Performance Share Units to fail to qualify as “performance-based compensation” under Section 162(m) of the Code.

 

All actions taken by the Committee pursuant to this Appendix A shall be final, conclusive and binding upon the Grantee, and all other persons, to the maximum extent permitted by law.

 

A-3

of Performance Goal

STYLE="margin-top:0px;margin-bottom:0px"> 






















Threshold

STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em" ALIGN="center">Performance

 

Target

SIZE="2">Performance

 

Maximum

SIZE="2">Performance

[INSERT NUMBER OF

STYLE="margin-top:0px;margin-bottom:1px; margin-left:1.00em; text-indent:-1.00em" ALIGN="center">SHARES]

 

[INSERT NUMBER OF

FACE="Times New Roman" SIZE="2">SHARES]

 

[INSERT NUMBER OF

FACE="Times New Roman" SIZE="2">SHARES]

 

All actions taken by
the Committee pursuant to this Appendix A shall be final, conclusive and binding upon the Grantee, and all other persons, to the maximum extent permitted by law.






EX-10.13
5
dex1013.htm
EXHIBIT 10.13


Exhibit 10.13



EXCERPTS ON THIS PAGE:

10-K (4 sections)
Feb 25, 2008
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