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Exhibit 10.1
The NASDAQ OMX Group,
Inc.
Board Compensation
Policy
Amended and Restated on
December 17, 2008
Annual Retainer Compensation for Non-Employee
Directors
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Annual Non-Employee Director
(“Director”) compensation will be based on a
compensation year in connection with the Annual Meeting. This
enables Directors to receive equity immediately following election
and appointment to the Board at the annual shareholders
meeting.
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Annual Retainer compensation will
be equal to a total value of $75,000 for each Director, other than
the Chairman of the Board and the Deputy Chairman of the
Board.
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Annual Retainer compensation will
be equal to a total value of $125,000 for the Chairman of the
Board.
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Annual Retainer compensation will
be equal to a total value of $95,000 for the Deputy Chairman of the
Board.
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Directors may annually elect to
receive 100% or 50% of the Annual Retainer compensation in cash,
equity, or two equal portions of cash and equity. If selected, the
equity portion of the annual retainer will be paid in the form of
equity awards permitted under The Nasdaq OMX Group, Inc. Equity
Incentive Plan (the “Equity Plan”) to be awarded
automatically on the date of the annual shareholders meeting
immediately following election and appointment to the Board. Each
Director will have the opportunity to make this election during the
thirty (30) day period preceding the annual shareholders
meeting.
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Directors will be given an
opportunity to review the Director Compensation Policy in advance
of the shareholders meeting, and will be asked to make the election
prior to the shareholders meeting if a grant of equity is
requested. If the Director declines to make an election, the entire
Annual Retainer will be paid in cash.
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Calculation of the number of
shares of equity to be awarded to Directors who elect to receive
part or all of their annual retainer in equity will be valued at
100% of face value and based on the closing price of Common Stock
on the date of the grant. Equity awards are non-transferable and
must be issued to the Director.
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The cash portion selected will be
paid quarterly on arrears, in equal installments, no later than the
fifteenth day of the third month following
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the end of the quarter; provided,
however, that a Director will have a right to receive a cash
payment for any given quarter only if that person serves as a
Director during all or a portion of that quarter, with the cash
payment for a quarter being prorated in the case of a person who
serves as a Director during only a portion of a quarter (other than
on account of death or disability).
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All Director equity awards will
be granted under the Equity Plan.
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A Director appointed after the
annual shareholders meeting will be eligible to receive a prorated
share of the annual retainer compensation.
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Annual Equity for No
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