The NASDAQ Stock Market LLC ("Exchange LLC") Board hereby amends and sets forth the powers and responsibilities of the Management Compensation Committee (the "Committee") which shall have the powers and authority to determine the development plans and compensation of senior management of Nasdaq.
Without limiting the generality of the foregoing, the Committee shall have the following powers and responsibilities:
Review and recommend to the Exchange LLC Board approval of all compensation and benefit plans for officers and staff of Exchange LLC.
Review and recommend to the Nasdaq Board candidates for election as officers of Exchange LLC with the rank of executive vice president or above and as "principal officers," as that term is defined in Nasdaq's By-Laws.
Review and approve the specific base salary and incentive compensation awards for officers of Exchange LLC whose base salary is in excess of $300,000 and/or whose total annual compensation, including targeted incentive compensation, exceeds $500,000, subject to review. In advance of approval, the Committee will review the executives' performance against Nasdaq performance and individual goals.
Review and approve the performance goals for Exchange LLC officers.
Annually review plans for development, retention, and replacement of key executives of Exchange LLC. Periodically review Exchange LLC executive succession plans and executive education and development plans.
Review, when requested, and recommend direct and indirect compensation plans for Board and Committee members of Exchange LLC.
Annually review the Nasdaq Equity Incentive Plan.
Committee Composition
Four or more voting members of the Board, none of whom shall be officers or employees of Nasdaq. All members of the Committee shall meet the independence standard contained in Nasdaq Market Rule 4200(a). A majority of the committee members shall be Non-Industry Committee members, as provided for in Article III. Section 5 of the Nasdaq 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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