This excerpt taken from the NDAQ DEF 14A filed Apr 3, 2009.
Wealth Accumulation Analysis
Our executive compensation program is designed to enable us to attract, retain and motivate executives who are capable of identifying, planning for and executing on strategic opportunities for NASDAQ OMX. Therefore, the management compensation committee does not consider an individual executives net wealth, or gains realized from prior compensation, such as stock option exercises and restricted stock vesting, in setting compensation. The management compensation committee does consider outstanding unvested equity awards to ensure that an executive has adequate incentives to remain at NASDAQ OMX. The management compensation committee believes that reducing or limiting current compensation, whether cash or equity compensation, because of prior gains realized by an executive would penalize the executive for his or her past performance successes and reduce the motivation for continued high achievement. Additionally, the management compensation committee believes that any executive, regardless of his or her financial situation, should have an annual total compensation opportunity that is competitive.