Exhibit 10.1
THE NASDAQ OMX GROUP,
INC.
RESTRICTED STOCK UNIT AWARD
AGREEMENT
RESTRICTED STOCK UNIT AWARD
AGREEMENT (the “Agreement”) dated as of DATE OF
GRANT (the “Date of Grant”), between The NASDAQ
OMX Group, Inc., a Delaware corporation (the
“Company”), and NAME (the
“Director”):
R E C I T A L S
:
The Company has adopted The NASDAQ
OMX Group, Inc. Equity Incentive Plan (the “Plan”),
which Plan is incorporated herein by reference and made a part of
this Agreement. Capitalized terms not otherwise defined herein
shall have the meaning ascribed to them in the Plan.
The Committee has determined that it
is in the best interests of the Company and its shareholders to
grant the Restricted Stock Units provided for herein to the
Director pursuant to the Plan and the terms set forth herein as an
increased incentive for the Director to contribute to the
Company’s future success and prosperity.
NOW THEREFORE, in consideration of
the mutual covenants hereinafter set forth, the parties hereto
agree as follows:
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1.
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Grant of the
Restricted Stock Units .
The Company hereby grants to the Director NUMBER OF
SHARES Restricted Stock Units representing the right to
receive an equal number of shares (“Shares”) upon the
vesting of such Restricted Stock Units, subject to the terms and
conditions set forth in this Agreement and the Plan. Prior to
vesting of the Restricted Stock Units pursuant to Sections 2, 3 or
4: (a) the Director shall not be treated as a shareholder as
to Shares issuable to the Director with respect to such Restricted
Stock Units, and shall only have a contractual right to receive
such Shares, unsecured by any assets of the Company or its
Subsidiaries; (b) the Director shall not be permitted to vote
the Restricted Stock Units or the Shares issuable with respect to
such Restricted Stock Units; and (c) the Director’s
right to receive such Shares following vesting of the Restricted
Stock Units shall be subject to the adjustment provisions set forth
in Section 12 of the Plan. The Restricted Stock Units shall be
subject to all of the restrictions hereinafter set forth. At the
sole discretion of the Committee, the Director shall be permitted
to receive cash payments equal to the dividends and distributions
paid on Shares (other than dividends or distributions of securities
of the Company which may be issued with respect to Shares by virtue
of any stock split, combination, stock dividend or
recapitalization) to the same extent as if each Restricted Stock
Unit was a Share, and those Shares were not subject to the
restrictions imposed by this Agreement and the Plan; provided,
however, that no dividends or distributions shall be payable to or
for the benefit of the Director with respect to record dates for
such dividends or distributions occurring on or after the date, if
any, on which the Director has forfeited the Restricted Stock
Units.
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(a)
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Except as
otherwise provided in this Section 2 and Section 3
hereof, and contingent upon the Director’s continued service
with the Company, one hundred percent of the Restricted Stock Units
shall vest and become non-forfeitable on VESTING DATE
. As used herein, “vested” Restricted Stock Units shall
mean those Restricted Stock Units which (i) shall have become
exercisable pursuant to the terms of this Agreement and
(ii) shall not have been previously exercised.
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(b)
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Notwithstanding
any other provision of the Plan or this Agreement to the contrary,
Restricted Stock Units (whether or not then vested) may not be
transferred, assigned or otherwise encumbered other than in
accordance with the applicable provisions of Section 4 hereof,
prior to the completion of any registration or qualification of the
Restricted Stock Units under applicable state and federal
securities or other laws, or under any ruling or regulation of any
government body, national securities exchange, or inter-dealer
market system that the Committee shall in its sole discretion
determine to be necessary or advisable.
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(c)
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Upon vesting of
the Restricted Stock Units and subject to the terms and conditions
of the Plan, the Company will issue a stock certificate for the
Shares issuable with respect to such vested Restricted Stock Units
as soon as practicable (but in no event later than two and one-half
months) following the applicable vesting date, net of any Shares
withheld by the Company to satisfy the payment of taxes as
described in Section 7 herein. The certificates representing
the Shares issued in respect of the Restricted Stock Units shall be
subject to such stop transfer orders and other restrictions as the
Committee may determine is requir
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