The NASDAQ OMX Management Compensation Committee ("the Committee") hereby amends and sets forth it powers and responsibilities to determine the development plans and compensation of senior management of NASDAQ OMX.
Without limiting the generality of the foregoing, the Committee shall have the following powers and responsibilities:
Review and recommend to the NASDAQ OMX Board for approval material changes to all compensation and benefit plans for officers and staff of NASDAQ OMX and review annually all compensation and benefits plans.
Review and recommend to the NASDAQ OMX Board candidates for election as officers of NASDAQ OMX with the rank of executive vice president or above and as "principal officers," as that term is defined in NASDAQ OMX's By-Laws.
Review and approve the specific base salary and incentive compensation awards for all Section 16 officers of NASDAQ OMX and those Non-Section 16 officers whose base salary is in excess of $300,000 and/or whose total annual cash compensation, including targeted incentive compensation, exceeds $500,000.
Review and approve the performance goals for NASDAQ OMX Section 16 officers.
Review at least annually the succession plan for development, retention, and replacement of Section 16 officers and selected executives of NASDAQ OMX.
Review every two years, or when requested, and recommend direct and indirect compensation plans for Board and Committee members of NASDAQ OMX.
Review annually with the Board the performance of the Chief Executive Officer of NASDAQ OMX.
Review and provide feedback on the Compensation Discussion and Analysis and approve the Management Compensation Committee Report to be included in the NASDAQ OMX proxy statement for the annual stockholders' meeting.
Review annually the Director and Executive Stock Ownership Guidelines and verify compliance there under.
Administer in accordance with its terms the NASDAQ OMX Equity Incentive Plan, the NASDAQ OMX 2000 Employee Stock Purchase Plan and any similarly established equity plan or arrangement for the benefit of the staff. The Management Compensation Committee will review and approve all equity awards granted to Section 16 officers of NASDAQ OMX and all other equity awards valued at $100,000 or greater. Awards of less than $100,000 will be reviewed and approved by the CEO and CFO. Equity awards to the Chief Executive Officer will be referred to the full Board for approval upon Committee review. The Committee will review quarterly reports on the distribution of equity awards.
Annually review the NASDAQ OMX Equity Incentive Plan.
The Committee shall have the authority to retain and terminate, at NASDAQ OMX's expense, an independent compensation consultant or firm, independent counsel and other advisors to assist the Committee in the performance of its responsibilities. The Committee shall have the authority to approve the fees and retention terms of such advisors.
Committee Composition
Four or more voting members of the Board, none of whom shall be officers or employees of NASDAQ OMX. All members of the Committee shall meet the independence standard contained in the Listing Rules of The NASDAQ Stock Market. A majority of the committee members shall be Non-Industry Committee members, as provided for in Article IV. Section 4.13(f) of the NASDAQ OMX By-Laws. The Board shall determine in its discretion whether each member of the Committee shall be a "Non-Employee Director" and an "Outside Director" within the meaning of Section 16 of the Securities Exchange Act of 1934 and Section 162(m) of the Internal Revenue Code of 1986, as amended, respectively.
Term of Office
A Management Compensation Committee member shall hold office for a term of one year.
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