This excerpt taken from the NDAQ DEF 14A filed Apr 20, 2007.
Summary of the Significant Features of the Amendment and Restatement
The amendment and restatement of the Equity Plan primarily sets the parameters within which the management compensation committee may grant performance compensation awards under the Equity Plan. The parameters include a set of objective criteria from which the management compensation committee must select when setting performance goals for any particular performance compensation award under the Equity Plan. The parameters are structured so that performance compensation awards granted under the Equity Plan must comply with Section 162(m) of the Code. Under the amended and restated Equity Plan, the management compensation committee may structure any type of award otherwise permitted under the Equity Plan (other than certain stock options or stock appreciation rights) as a performance compensation award.
In addition, the amendment and restatement eliminates a restriction on the maximum amount of non-option awards that may be granted under the plan, without changing the total number of awards permitted under the Equity Plan. Under the amended and restated Equity Plan, the management compensation committee would be permitted to allocate awards granted under the plan between option and non-option awards in its discretion.
The amendment and restatement of the Equity Plan also provides that in the event that (i) Nasdaq is merged or consolidated with another corporation or entity and consideration is received by Nasdaq stockholders in a form other than stock or other equity interests of the surviving entity, (ii) all or substantially all of Nasdaqs assets are acquired by another person, (iii) Nasdaq is reorganized or liquidated or (iv) Nasdaq enters into a written agreement to undergo any of these events, the management compensation committee may, in its discretion, cancel any future outstanding award in exchange for the payment to the holder, in cash or stock, or any combination thereof, of the value of such award based upon the price per share received or to be received by other Nasdaq stockholders.