Exhibit 10.2
FIRST AMENDMENT TO REGULATORY
SERVICES AGREEMENT
THIS FIRST AMENDMENT TO REGULATORY
SERVICES AGREEMENT (the “ First Amendment ”) is
made and entered into this 28th day of March, 2008, by and between
The NASDAQ Exchange LLC, a Delaware limited liability company and
assignee of The Nasdaq Stock Market, Inc. (“Nasdaq”),
and the Financial Industry Regulatory Authority, Inc., a Delaware
nonprofit corporation and successor in interest to NASD Regulation,
Inc. (“FINRA”).
WITNESSETH:
WHEREAS, Nasdaq and FINRA entered
into a Regulatory Services Agreement bearing an Effective Date of
June 28, 2000 (“ Agreement ”);
WHEREAS, the Parties have reached
agreement that Nasdaq will design and build the System used for
regulation of The NASDAQ Options Market and that FINRA will provide
its expertise and collaborate with Nasdaq on the development of
certain algorithms to be incorporated into this System;
and
WHEREAS, the Parties wish to clarify
their respective rights and obligations with respect to this
collaboration in this First Amendment;
NOW, THEREFORE, for good and
valuable consideration, the receipt of which and sufficiency of
which is hereby acknowledged, Nasdaq and FINRA hereby agree to
amend the Agreement as set forth below. Capitalized terms used but
not defined in the First Amendment shall have the meanings set
forth in the Agreement.
1. Definitions.
Section 1.01 of the Agreement
is modified to add the following definitions:
“ Alert Algorithm
” will mean with respect to the NOM System, only
(1) that portion of the code of the Software that is a set of
sequenced and ordered steps that will be applied to data loaded
into the System to generate regulatory alerts as outputs and
(2) the specific parameters used by the Software as part of
the steps to filter the data, as these parameters may be configured
or modified from time to time along with the business rules behind
the Software developmen
