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NDAQ » Topics » Principal Terms and Conditions

This excerpt taken from the NDAQ 10-K filed Feb 28, 2007.

      Principal Terms and Conditions       

 

Performance Period: Three calendar years (i.e., January 1 to December 31)

 

Vesting:    Continued employment until the last day of the performance period, except upon termination of employment under certain circumstances as set forth below, and achievement of performance goals

 

Conversion: Performance Share Units to be converted into equivalent number of shares of Company common stock in accordance with their terms

 

Performance Earnout Range

 

  •  

0% - 150% of shares granted

 

  •  

0% if performance below threshold

 

  •  

100% if performance is at target

 

  •  

150% is maximum for performance 50% above target

 

Example

 

The following is provided as an example of a way in which Performance Share Units may be designed. It is understood that each year, following consultation with the Executive, the Management Compensation Committee of the Company will determine the performance targets and the design of the Performance Share Units.

 

For performance levels between 50% below target and 50% above target, the number of shares earned will be calculated as a percentage equal to the percentage that actual performance is higher or lower than target. For example, if Target Performance is 12% Annual EPS Growth then:

 

Annual EPS Growth below 6% earns NO (-0- ) shares

Annual EPS Growth equal to 6% earns 50% (40,000) of the granted shares

Annual EPS Growth equal to 9% earns 75% (60,000) of the granted shares

Annual EPS Growth equal to 12% earns 100% (80,000) of the granted shares

Annual EPS Growth equal to 15% earns 125% (100,000) of the granted shares

Annual EPS Growth equal to 18% or more earns 150% (120,000) of the granted shares

 

 

19

Performance Goals and Earnout Schedule

 

  •  

Set by Compensation Committee within first three months of each performance period

 

  •  

Performance measures and earnout schedule to be developed with input from Executive

 

Effect of Termination of Employment

 

  •  

Termination for Cause by the Company or without Good Reasonby the Executive: forfeiture of performance share units for each ongoing performance period

 

  •  

Termination without Cause by the Company or for Good Reason by the Executive: continued vesting of outstanding performance share units, subject to compliance with non-competition, non-solicitation, confidentiality and non-disparagement covenants, based on actual performance during performance period

 

  •  

Death, disability, retirement (as defined in Stock Plan) and non-renewal of agreement by Company or by Executive: continued vesting of outstanding performance share units, subject to compliance with non-competition, non-solicitation, confidentiality and non-disparagement covenants, based on actual performance during performance period

 

 

20

Exhibit C

 

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